Exhibit 99.12(a)
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of February 1, 2006, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), New Century Mortgage
Corp., as seller
(the "Seller"). and acknowledged by LaSalle Bank National
Association, as
trustee (the "Trustee") of Morgan Stanley Mortgage Loan Trust
2006-3AR (the
"Trust").
RECITALS
WHEREAS MSMCI and the Seller have entered into a certain Flow
Mortgage
Loan Purchase And Warranties Agreement, dated as of November 1,
2005 (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 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 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.
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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 23 of the 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 theret
