Exhibit 99.10a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
September 1, 2006, ("Agreement") among Morgan Stanley Mortgage
Capital Inc.
("Assignor"), Morgan Stanley Capital I Inc. ("Assignee") and
Quicken Loans,
Inc. (the "Company") and acknowledged by LaSalle Bank National
Association
("LaSalle"), as trustee (the "Trustee") of Morgan Stanley Mortgage
Loan Trust
2006-12XS (the "Trust"):
For and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of which
hereby are
acknowledged, and of the mutual covenants herein contained, the
parties hereto
hereby agree as follows:
Assignment and Conveyance
-------------------------
1. (a) The
Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest of the
Assignor, as
purchaser, in, to and under (a) those certain Mortgage Loans listed
on the
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit
A (the
"Mortgage Loans") and (b) except as described below, all of its
rights and
obligations under that certain Second Amended and Restated Mortgage
Loan
Purchase and Warranties Servicing Agreement (the "Purchase and
Warranties
Agreement"), dated as of June 1, 2006, between the Assignor, as
purchaser (the
"Purchaser"), and the Company, as seller, solely insofar as the
Purchase and
Warranties Agreement relates to the Mortgage Loans (the "First
Assignment and
Assumption").
The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and
under and
any obligations of the Assignor with respect to (a) Subsection 9.05
of the
Purchase and Warranties Agreement or (b) any mortgage loans subject
to the
Purchase and Warranties Agreement which are not the Mortgage Loans
set forth
on the Mortgage Loan Schedule and are not the subject of this
Agreement.
(b) On and of the date hereof, immediately after giving effect
to
the First Assignment and Assumption, the Assignee 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 and Warranties
Agreement to the
extent relating to the Specified Mortgage Loans, and the Trustee,
on behalf of
the Trust, hereby accepts such assignment from the Assignee (the
"Second
Assignment and Assumption"), and the Company hereby acknowledges
the Second
Assignment and Assumption.
Recognition of the Company
--------------------------
2. The
Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust under the Pooling and Servicing Agreement
dated as
of September 1, 2006 (the "Pooling and Servicing Agreement") among
the
Assignor, Wells Fargo Bank, National Association, as master
servicer (the
"Master Servicer") and securities administrator and the Trustee,
will be the
owner of the Mortgage Loans, (ii) notwithstanding anything stated
to the
contrary herein, the Company shall look solely to the Trust for
performance of
any obligations of the Assignor insofar as they relate to the
enforcement of
the representations, warranties and covenants with respect to the
Mortgage
Loans, provided that it is understood and agreed that the Company
shall look
to Assignor for performance of any obligations of the Assignor that
have not
been assigned to Assignee and its successors as set forth herein,
(iii) the
Trust (including the Trustee and, with respect to the servicing of
the
Mortgage Loans, Wells Fargo Bank, National
<PAGE>
Association, as master servicer (the "Master Servicer") acting on
the Trust's
behalf) shall have all the rights and remedies available to the
Assignor,
insofar as they relate to the Mortgage Loans, under the Purchase
and
Warranties Agreement, including, without limitation, the
enforcement of the
document delivery requirements set forth in Section 6 of the
Purchase and
Warranties Agreement, and shall be entitled to enforce all of the
obligations
of the Company thereunder insofar as they relate to the Mortgage
Loans, and
(iv) all references to the Purchaser (insofar as they relate to the
rights,
title and interest and, with respect to obligations of the
Purchaser, only
insofar as they relate to the enforcement of the representations,
warranties
and covenants of the Company) under the Purchase and Warranties
Agreement
insofar as they relate to the Mortgage Loans, shall be deemed to
refer to the
Trust (including the Trustee and the Master Servicer acting on the
Trust's
behalf). Neither the Company nor the Assignor shall amend or agree
to amend,
modify, waiver, or otherwise alter any of the terms or provisions
of the
Purchase and Warranties Agreement which amendment, modification,
waiver or
other alteration would in any way affect the Mortgage Loans or the
Company's
performance under the Purchase and Warranties Agreement with
respect to the
Mortgage Loans without the prior written consent of the Master
Servicer.
3.
Notwithstanding any statement to the contrary in Section 2 above,
the
Company shall and does hereby acknowledge that the indemnification
provisions
set forth in the sixth paragraph of Section 9.03, Section 13 and
Section 14.01
of the Purchase and Warranties Agreement shall be available to and
for the
benefit of the Assignor, the Assignee and the Trust (including the
Trustee and
the Master Servicer acting on the Trust's behalf), as provided in
the Purchase
and Warranties Agreement.
Representations and Warranties of the Company
---------------------------------------------
4. The
Company warrants and represents to the Assignor, the Assignee
and
the Trust as of the date hereof that:
a. The Company is duly organized, validly existing and in good
standing
under the laws of the jurisdiction of its incorporation;
b. The Company has full power and authority to execute, deliver
and
perform its obligations under this Agreement and has full power
and
authority
to perform its obligations under the Purchase and Warranties
Agreement.
The execution by the Company of this Agreement is in the
ordinary
course of the Company's business and will not conflict with, or
result in
a breach of, any of the terms, conditions or provisions of the
Company's
charter or bylaws or any legal restriction, or any material
agreement
or instrument to which the Company is now a party or by which
it is
bound, or result in the violation of any law, rule, regulation,
order,
judgment or decree to which the Company or its property is
subject.
The execution, delivery and performance by the Company of this
Agreement
have been duly authorized by all necessary corporate action on
part of
the Company. This Agreement has been duly executed and
delivered
by the
Company, and, upon the due authorization, execution and
delivery
by the
Assignor and the Assignee, will constitute the valid and
legally
binding
obligation of the Company, enforceable
