Exhibit 99.9a
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EXECUTION COPY
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of July 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
(in such capacity, the "Seller") and servicer (in such capacity,
the
"Servicer"), and acknowledged by LaSalle Bank National Association,
as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-11 (the
"Trust"),
and Wells Fargo Bank, National Association, as master servicer (or
any
successor master servicer, the "Master Servicer").
RECITALS
WHEREAS
MSMCI, the Seller and the Servicer have entered into a certain
First Amended and Restated Mortgage Loan Sale And Servicing
Agreement, dated
as of March 15, 2005 (the "March Purchase Agreement), a certain
Fourth Amended
and Restated Mortgage Loan Sale And Servicing Agreement, dated as
of December
1, 2005 (the "December Purchase Agreement") and a certain Fifth
Amended and
Restated Mortgage Loan Sale And Servicing Agreement, dated as of
June 1, 2006,
(the "Agreement," and together with the March Purchase Agreement,
the December
Purchase Agreement and as further amended or modified to the date
hereof, the
"Agreements"), pursuant to which MSMCI has acquired certain
Mortgage Loans
pursuant to the terms of the Agreements and the Servicer has agreed
to service
such Mortgage Loans; and, in connection with the transfer of the
Mortgage
Loans hereunder, the Seller and Servicer agree that, from and after
the date
hereof, each Mortgage Loan transferred hereunder will be subject
to, and
serviced under, the 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
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 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
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 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,
and Servicer shall service the Specified Mortgage Loans for the
benefit of the
Trust pursuant to the Agreement, the terms of which are
incorporated herein by
reference. It is the intention of the Seller, the Servicer, 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 Agreement. Accordingly, the right of MSMCI to consent to
any
amendment of the Agreement and its rights concerning waivers as set
forth in
Section 28 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 Agreement with respect thereto (other than the servicing
of the
Specified Mortgage Loans, which shall be enforced by the Master
Servicer) 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
the Trustee
(the "Pooling and Servicing Agreement") for the Morgan Stanley
Mortgage Loan
Trust 2006-11, Mortgage Pass-Through Certificates, Series 2006-11,
(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
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