Exhibit 99.5a
EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of September 1, 2006, is entered into among
Morgan
Stanley Capital I Inc., a Delaware corporation (the "Depositor"),
Morgan
Stanley Mortgage Capital Inc. ("MSMCI"), American Home Mortgage
Corp., as
seller (the "Seller"), and acknowledged by LaSalle Bank National
Association,
as trustee (the "Trustee") of Morgan Stanley Mortgage Loan Trust
2006-13ARX
(the "Trust").
RECITALS
WHEREAS
MSMCI and the Seller have entered into a certain Mortgage Loan
Purchase And Warranties Agreement, dated as of November 1, 2003, as
amended by
Amendment No. 1, dated as of November 30, 2004 (the "November
Purchase
Agreement") and a certain Second Amended and Restated Mortgage Loan
Purchase
and Warranties Agreement, dated as of December 1, 2005 (the
"December Purchase
Agreement" and together with the November Purchase Agreement, the
"Purchase
Agreements"), pursuant to which MSMCI has acquired certain Mortgage
Loans
pursuant to the terms of the Purchase Agreements;
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 December
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
Agreements 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 Agreements 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 Agreements 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 Agreements to the
extent
relating to the Specified Mortgage Loans, and the
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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 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 Agreements. Accordingly, the right of MSMCI to consent
to any
amendment of the Purchase Agreements and its rights concerning
waivers as set
forth in Section 23 of the December 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 Agreements 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,
(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 Agreements 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,
2
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execution and delivery thereof b
