Exhibit
99.15a
Execution
Version
ASSIGNMENT,
ASSUMPTION AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
November 1, 2007, (“ Agreement ”) among
Morgan Stanley Mortgage Capital Holdings LLC, successor by
merger to Morgan Stanley Mortgage Capital Inc. (“
Assignor ”), Morgan Stanley Capital I Inc.
(“ Assignee ”) and Quicken Loans, Inc. (the
“ Company ”) and acknowledged by LaSalle
Bank National Association (“LaSalle”), as trustee
(the “ Trustee ”) of Morgan Stanley
Mortgage Loan Trust 2007-15AR (the “ Trust
”):
For
and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of
which hereby are acknowledged, and of the mutual covenants
herein contained, the parties hereto hereby agree as
follows:
Assignment and Conveyance
1. (a) The
Assignor hereby conveys, sells, grants, transfers and assigns
to the Assignee all of the right, title and interest of the
Assignor, as purchaser, in, to and under (a) those certain
Mortgage Loans listed on the schedule (the “ Mortgage
Loan Schedule ”) attached hereto as Exhibit A (the
“ Mortgage Loans ”) and (b) except as
described below, all of its rights and obligations under that
certain Second Amended and Restated Mortgage Loan Purchase and
Warranties Servicing Agreement (the “ Purchase and
Warranties Agreement ”), dated as of June 1, 2006,
between the Assignor, as purchaser (the “
Purchaser ”), and the Company, as seller, solely
insofar as the Purchase and Warranties Agreement relates to
the Mortgage Loans (the “ First Assignment and
Assumption ”).
The
Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in,
to and under and any obligations of the Assignor with respect
to (a) Subsection 9.05 of the Purchase and Warranties
Agreement or (b) any mortgage loans subject to the Purchase
and Warranties Agreement which are not the Mortgage Loans set
forth on the Mortgage Loan Schedule and are not the subject of
this Agreement.
(b) On
and of the date hereof, immediately after giving effect to the
First Assignment and Assumption, the Assignee 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 and Warranties Agreement to the
extent relating to the Specified Mortgage Loans, and the
Trustee, on behalf of the Trust, hereby accepts such
assignment from the Assignee (the “ Second Assignment
and Assumption ”), and the Company hereby
acknowledges the Second Assignment and
Assumption.
Recognition of the Company
2. The
Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust under the Pooling and Servicing
Agreement dated as of November 1, 2007 (the “ Pooling
and Servicing Agreement ”) among the Assignor, Wells
Fargo Bank, National Association, as master servicer (the
“Master Servicer”) and securities administrator
and the Trustee, will be the owner of the Mortgage Loans, (ii)
notwithstanding anything stated to the contrary herein, the
Company shall look solely to the Trust for performance of any
obligations of the Assignor insofar as they relate to the
enforcement of the representations, warranties and covenants
with respect to the Mortgage Loans, provided that it is
understood and agreed that the Company shall look to Assignor
for performance of any obligations of the Assignor that have
not been assigned to Assignee and its successors as set forth
herein, (iii) the Trust (including the
Trustee
and, with respect to the servicing of the Mortgage Loans,
Wells Fargo Bank, National Association, as master
servicer (the “Master Servicer”) acting on the
Trust’s behalf) shall have all the rights and remedies
available to the Assignor, insofar as they relate to the
Mortgage Loans, under the Purchase and Warranties Agreement,
including, without limitation, the enforcement of the document
delivery requirements set forth in Section 6 of the Purchase
and Warranties Agreement, and shall be entitled to enforce all
of the obligations of the Company thereunder insofar as they
relate to the Mortgage Loans, and (iv) all references to the
Purchaser (insofar as they relate to the rights, title and
interest and, with respect to obligations of the Purchaser,
only insofar as they relate to the enforcement of the
representations, warranties and covenants of the Company)
under the Purchase and Warranties Agreement insofar as they
relate to the Mortgage Loans, shall be deemed to refer to the
Trust (including the Trustee and the Master Servicer acting on
the Trust’s behalf). Neither the Company nor
the Assignor shall amend or agree to amend, modify, waiver, or
otherwise alter any of the terms or provisions of the Purchase
and Warranties Agreement which amendment, modification, waiver
or other alteration would in any way affect the Mortgage Loans
or the Company’s performance under the Purchase and
Warranties Agreement with respect to the Mortgage Loans
without the prior written consent of the Master
Servicer.
3. Notwithstanding
any statement to the contrary in Section 2 above, the Company
shall and does hereby acknowledge that the indemnification
provisions set forth in the sixth paragraph of Section 9.03,
Section 13 and Section 14.01 of the Purchase and Warranties
Agreement shall be available to and for the benefit of the
Assignor, the Assignee and the Trust (including the Trustee
and the Master Servicer acting on the Trust’s behalf),
as provided in the Purchase and Warranties
Agreement.
Representations and Warranties of the Company
4. The
Company warrants and represents to the Assignor, the Assignee
and the Trust as of the date hereof that:
a. The
Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its
incorporation;
b. The
Company has full power and authority to execute, deliver and
perform its obligations under this Agreement and has full
power and authority to perform its obligations under the
Purchase and Warranties Agreement. The execution by
the Company of this Agreement is in the ordinary course of the
Company’s business and will not conflict with, or result
in a breach of, any of the terms, conditions or provisions of
the Company’s charter or bylaws or any legal
restriction, or any material agreement or instrument to which
the Company is now a party or by which it is bound, or result
in the violation of any law, rule, regulation, order, judgment
or decree to which the Company or its property is
subject. The execution, delivery and performance by
the Company of this Agreement have been duly authorized by all
necessary corporate action on part of the
Company. This Agreement has been duly executed and
delivered by the Company, and, upon the due authorization,
execution and delivery by the Assignor and the Assignee, will
constitute the valid and legally binding obligation of the
Company, enforceable against the Company
