Exhibit 99.12(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of October 1, 2006, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI") and Sovereign Bank, as
seller (the
"Seller"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-15XS
(the "Trust").
RECITALS
WHEREAS MSMCI and the Seller have entered into a certain
Mortgage Loan Purchase And Warranties Agreement, dated as of June
1, 2006 (the
"Purchase Agreement"), pursuant to which MSMCI has acquired certain
Mortgage
Loans;
WHEREAS, in connection with the transfer of the Mortgage Loans
hereunder, the Seller agrees that, from and after the date hereof,
each
Mortgage Loan transferred hereunder will be subject to 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 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.
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(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.
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, the Seller 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, Wells Fargo Bank, National Association, as securities
administrator
(the "Securities Administrator") and master servicer (the "Master
Servicer"),
and the Trustee, (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, (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.
2
<PAGE>
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 the 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,
except as
such enforcement may be limited by bankruptcy, insolvency,
reorganization or
other similar laws affecting the enforcement of creditors' rights
generally
and by general equitable principles (regardless of whether such
enforcement is
considered in a proceeding in equity or at law).
(d) The Seller hereby restates, as of the Closing Date (as
defined in the Purchase Agreement), the representations and
warranties set
forth in Subsections 9.01 and 9.02 of the Purchase Agreement, as
they r
