Exhibit 99.10a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of January 1, 2007, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), Lydian Private Bank, as
seller (the
"Seller"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2007-1XS (the
"Trust").
RECITALS
WHEREAS
MSMCI and the Seller have entered into a certain Second Amended
and Restated Mortgage Loan Purchase and Warranties Agreement, dated
as of
September 1, 2006 (the "Purchase Agreement"), pursuant to which
MSMCI has
acquired certain Mortgage Loans pursuant to the terms of the
Purchase
Agreement;
WHEREAS
the Depositor has agreed, on the terms and conditions contained
herein, to purchase from MSMCI certain of the Mortgage Loans (the
"Specified
Mortgage Loans") which are subject to the provisions of the
Purchase Agreement
and are listed on the mortgage loan schedule attached as Exhibit I
hereto (the
"Specified Mortgage Loan Schedule"); and
WHEREAS
the Trustee, on behalf of the Trust, has agreed, on the terms
and
conditions contained herein, to purchase from the Depositor the
Specified
Mortgage Loans;
NOW,
THEREFORE, in consideration of the mutual promises contained
herein
and other good and valuable consideration (the receipt and
sufficiency of which
are hereby acknowledged), the parties agree as follows:
1.
Assignment and Assumption
(a) On and
as of the date hereof, MSMCI hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in
the
Specified Mortgage Loans and all rights and obligations related
thereto as
provided under the Purchase Agreement to the extent relating to the
Specified
Mortgage Loans, the Depositor hereby accepts such assignment from
MSMCI (the
"First Assignment and Assumption"), and the Seller hereby
acknowledges the
First Assignment and Assumption.
MSMCI specifically reserves and does not assign to the
Depositor
hereunder any and all right, title and interest in, to and under
and all
obligations of MSMCI with respect to any Mortgage Loans subject to
the Purchase
Agreement which are not the Specified Mortgage Loans.
(b) On and
as of the date hereof, immediately after giving effect to the
First Assignment and Assumption, the Depositor hereby sells,
assigns and
transfers to the Trustee, on behalf of the Trust, all of its right,
title and
interest in the Specified Mortgage Loans and all rights and
obligations related
thereto as provided under the Purchase Agreement to the extent
relating to the
Specified Mortgage Loans, and the Trustee, on behalf of the Trust,
hereby
accepts such assignment from the Depositor (the "Second Assignment
and
Assumption"), and the Seller hereby acknowledges the Second
Assignment and
Assumption.
(c) On and
as of the date hereof, MSMCI represents and warrants to the
Depositor and the Trustee that MSMCI has not taken any action that
would serve
to impair or encumber the respective
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ownership interests of the Depositor and the Trustee in the
Specified Mortgage
Loans since the date of MSMCI's acquisition of the Specified
Mortgage Loans.
2.
Recognition of Trustee
(a) From
and after the date hereof, both MSMCI and the Seller shall note
the transfer of the Specified Mortgage Loans to the Trustee, in
their
respective books and records and shall recognize the Trustee, on
behalf of the
Trust, as of the date hereof, as the owner of the Specified
Mortgage Loans. It
is the intention of the Seller, the Depositor, the Trustee and
MSMCI that this
Assignment shall be binding upon and inure to the benefit of the
Depositor, the
Trustee and MSMCI and their respective successors and assigns.
(b)
Without in any way limiting the foregoing, the parties confirm
that
this Assignment includes the rights relating to amendments or
waivers under the
Purchase Agreement. Accordingly, the right of MSMCI to consent to
any amendment
of the Purchase Agreement and its rights concerning waivers as set
forth in
Section 22 of the Purchase Agreement shall be exercisable, to the
extent any
such amendment or waiver affects the Specified Mortgage Loans or
any of the
rights under the Purchase Agreement with respect thereto, solely by
the Trustee
as assignee of MSMCI.
(c) It is
expressly understood and agreed by the parties hereto that (i)
this Assignment is executed and delivered by LaSalle Bank National
Association,
not individually or personally but solely on behalf of the Trust,
as the
Assignee, in the exercise of the powers and authority conferred and
vested in
it, as Trustee, pursuant to the Pooling and Servicing Agreement
dated as of the
date hereof (the "Pooling and Servicing Agreement") among the
Depositor, the
Trustee and Wells Fargo Bank, National Association, as securities
administrator
and master servicer (the "Securities Administrator"), (ii) each of
the
representations, undertakings and agreements herein made on the
part of
Assignee is made and intended not as personal representations,
undertakings and
agreements by LaSalle Bank National Association but is made and
intended for
the purpose of b
