Exhibit 99.9a
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") and MortgageIT, Inc., 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 Amended and
Restated Mortgage Loan Purchase And Warranties Agreement, dated as
of May 1,
2005 (the "May Purchase Agreement") and a certain Fourth Amended
and Restated
Mortgage Loan Purchase and Warranties Agreement, dated as of March
1, 2006 (the
"March Purchase Agreement" and together with the May Agreement, the
"Purchase
Agreements"), 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 March 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 Trustee, on behalf of the Trust,
hereby
accepts such assignment from the Depositor (the "Second
<PAGE>
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 March 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
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.
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
