Exhibit 99.10a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of May 1, 2006, is entered into among
Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan
Stanley
Mortgage Capital Inc. ("MSMCI"), GreenPoint Mortgage Funding, Inc.
as seller
(the "Seller"), and acknowledged by LaSalle Bank National
Association, as
trustee (the "Trustee") of Morgan Stanley Mortgage Loan Trust
2006-7 (the
"Trust").
RECITALS
WHEREAS
MSMCI and the Seller have entered into a Mortgage Loan Purchase
and Warranties Agreement, dated as of May 1, 2005 (the "Purchase
Agreement")
pursuant to which MSMCI has acquired certain Mortgage Loans;
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
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
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
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 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.
<PAGE>
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 28 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
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 among the Depositor, the Master
Servicer, Wells
Fargo Bank, National Association, as securities administrator and
master
servicer and the Trustee (the "Pooling and Servicing Agreement"),
(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 binding only the Trust, (iii) nothing herein
contained
shall be construed as creating any liability for LaSalle Bank
National
Association, individually or personally, to perform any covenant
(either
express or implied) contained herein and (iv) under no
circumstances shall
LaSalle Bank National Association be personally liable for the
payment of any
indebtedness or expenses of the Trust, or be liable for the breach
or failure
of any obligation, representation, warranty or covenant made or
undertaken by
the Trust under this Assignment and (v) all recourse for any
payment liability
or other obligation of the assignee shall be had solely to the
assets of the
Trust.
3.
Representations and Warranties
(a) The
Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the
transactions
contemplated hereby, and that it has not relied in connection
therewith upon
any statements or representations of the Seller or MSMCI other than
those
contained in the Purchase Agreement or this Assignment.
(b) Each
of the parties hereto represents and warrants that it is duly
and legally authorized to enter into this Assignment.
(c) Each
of the Depositor, MSMCI and Seller represents and warrants that
this Assignment has been duly authorized, executed and delivered by
it and
(assuming due authorization, execution and delivery thereof by each
of the
other parties hereto) constitutes its legal, valid and binding
obligation,
enforceable against it in accordance with its terms, ex
