Securities Administrator Capacity. It is expressly undexxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. Bx: /x/ D.N. Moore ----------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-Through Cerxxxxxxtxx, Xxxies 2006-HE2 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION a national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC, a Delaware limited liability corporation (hereinafter called "CHF LLC") dated as of April 1, 2006.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc. Trust 2006-He2), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc. Trust 2006-He2), Pooling and Servicing Agreement (Morgan Stanley Capital I Inc. Trust 2006-He2)

Securities Administrator Capacity. It is ~~expressly undexxxxxx~~ expressxx xxxxxxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as ~~securities administrator~~ Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of ~~the Trust~~ Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY ~~LETTERHEAD] --------------------------------------------------------------------------------~~ ------------------------------------------------------------------------------ We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ ~~D.N.~~ David N. Moore ~~-----------------------~~ --------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ~~ox xxx~~ of the Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I ~~Inc. Xxxxx 0000~~Xxx. Xrxxx 0007-~~XX2~~NC2, Mortgage Pass-Through Certificates, Series ~~2006~~2007-~~HE2~~ NC2 By: /s/ ~~Patricia M. Russo -------------------------~~ Carla S. Walker --------------------------------- Name: ~~Patricia M. Russo~~ Carla S. Walker Title: ~~Vice~~ Vicx Xxxxxxxxx MORGAN STANLEY ------------------------------------------------------------------------------ SCHEDULE I -------------------------------------------------------------------------------- Calculation Line Period Notional Amount ($) Multiplier -------------------------------------------------------------------------------- 1 Effective Date 4/25/2008 60,319,988.48 10 2 4/25/2008 5/25/2008 57,766,101.11 10 3 5/25/2008 6/25/2008 55,321,192.85 10 4 6/25/2008 7/25/2008 52,980,580.59 10 5 7/25/2008 8/25/2008 50,739,783.72 10 6 8/25/2008 9/25/2008 48,594,515.30 10 7 9/25/2008 10/25/2008 46,536,758.42 10 8 10/25/2008 11/25/2008 44,567,362.05 10 9 11/25/2008 12/25/2008 33,710,139.99 10 10 12/25/2008 1/25/2009 31,692,260.83 10 11 1/25/2009 2/25/2009 30,372,127.70 10 12 2/25/2009 3/25/2009 29,115,001.78 10 13 3/25/2009 4/25/2009 27,906,455.92 10 14 4/25/2009 5/25/2009 26,749,103.97 10 15 5/25/2009 6/25/2009 16,542,839.40 10 16 6/25/2009 7/25/2009 15,260,693.82 10 17 7/25/2009 8/25/2009 14,653,486.91 10 18 8/25/2009 9/25/2009 14,073,961.85 10 19 9/25/2009 10/25/2009 13,519,579.25 10 20 10/25/2009 11/25/2009 12,980,177.62 10 21 11/25/2009 12/25/2009 6,932,305.46 10 22 12/25/2009 1/25/2010 6,045,196.83 10 23 1/25/2010 2/25/2010 5,833,660.42 10 24 2/25/2010 3/25/2010 5,632,012.79 10 25 3/25/2010 4/25/2010 5,441,534.74 10 26 4/25/2010 5/25/2010 5,249,852.26 10 27 5/25/2010 6/25/2010 4,720,096.66 10 28 6/25/2010 7/25/2010 4,273,518.15 10 29 7/25/2010 8/25/2010 4,132,646.74 10 30 8/25/2010 9/25/2010 3,996,408.30 10 31 9/25/2010 10/25/2010 3,866,957.33 10 32 10/25/2010 11/25/2010 3,737,234.26 10 33 11/25/2010 12/25/2010 3,415,007.33 10 34 12/25/2010 1/25/2011 3,140,714.95 10 35 1/25/2011 2/25/2011 3,041,202.33 10 36 2/25/2011 3/25/2011 2,946,190.16 10 37 3/25/2011 4/25/2011 2,853,956.38 10 38 4/25/2011 5/25/2011 2,764,428.99 10 39 5/25/2011 6/25/2011 2,677,537.39 10 40 6/25/2011 7/25/2011 2,593,212.34 10 41 7/25/2011 8/25/2011 2,511,385.27 10 42 8/25/2011 9/25/2011 2,431,990.48 10 43 9/25/2011 10/25/2011 2,354,962.86 10 44 10/25/2011 11/25/2011 2,280,238.69 10 45 11/25/2011 12/25/2011 2,207,670.67 10 46 12/25/2011 1/25/2012 2,137,367.27 10 47 1/25/2012 2/25/2012 2,068,037.22 10 48 2/25/2012 3/25/2012 2,001,998.76 10 49 3/25/2012 4/25/2012 1,937,959.30 10 50 4/25/2012 5/25/2012 1,875,863.51 10 51 5/25/2012 6/25/2012 1,815,657.33 10 52 6/25/2012 7/25/2012 1,757,287.95 10 53 7/25/2012 8/25/2012 1,699,512.96 10 54 8/25/2012 9/25/2012 1,644,717.66 10 55 9/25/2012 10/25/2012 1,591,605.68 10 56 10/25/2012 11/25/2012 1,540,129.19 10 57 11/25/2012 12/25/2012 1,490,241.50 10 58 12/25/2012 1/25/2013 1,441,897.08 10 59 1/25/2013 2/25/2013 1,394,374.25 10 60 2/25/2013 Termination Date 1,349,014.84 10 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx [xxxx] Xxx 0, 0000 ~~XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK~~Xxxxx Xxxxx Xxxx, ~~NY 10000-0090 Xxxxl 28~~Xxxxxxxx Xxxxcixxxxx, ~~2006 Wells Fargo Bank, National Association A national~~ x xxxxxnal banking association, xxx ~~xndividually~~individually, but solely as ~~Securities~~ Security Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~ NC2 (the "~~Trust")Mortgage Pass~~Trust"), Mortgagx Xxxx-~~Xxxxxgx Xxxxxficates~~Xxxxxxx Certificates, Series ~~2006~~2007-~~HE2~~ NC2 9062 Old Annapolis Road Columbia, ~~Maryland~~ MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx ~~XXDA~~ XSDA Master Agreement ~~and that certain ISDA Schedule, each~~ dated as ~~April 28~~of May 3, ~~2006~~ 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as ~~Securities~~ Security Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~NC2 (the "Trust"), ~~Mortgage Pass~~Mortgagx Xxxx-~~Through Cerxxxxxxtxx~~Xxxxxxx Certificates, ~~Xxxies 2006~~Series 2007-~~HE2~~ NC2 (hereinafter "Counterparty") (such ISDA Master ~~Agreement and ISDA Schedule~~Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and ~~xxxx~~ will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION a national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC, a Delaware limited liability corporation (hereinafter called "CHF LLC") dated as of April 1, 2006.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-Nc2), Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-Nc2)

Securities Administrator Capacity. It is ~~expressly undexxxxxx xnd~~ expresxxx xxxxxxxxxx and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is ~~executex~~ exxxxxed and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as ~~securities administrator~~ Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of ~~the Trust~~ Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. ~~[MORGAN STANLEY LETTERHEAD] --------------------------------------------------------------------------------~~ We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ ~~D.N. Moore ----------------------- Name~~David N. Moore______________________ Xxme: David N. Moore Title: Vice ~~Prxxxxxxx~~ Presxxxxx Xxxxx BX, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ~~ox xxx~~ of the Trade Date. WELLS FARGO BANK, NATIONAL ~~ASXXXXXTION~~ASSOCXXXXXN, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. ~~Xxxxx~~ Xxxxt 0000-~~XX2~~XC4, Mortgage Pass-Through Certificates, Series ~~2006~~2007-~~HE2~~ NC4 By: /s/ ~~Patricia M. Russo ------------------------- Name~~Carla S. Walker_____________________ Xxme: ~~Patricia M. Russo~~ Carla S. Walker Title: Vice ~~Xxxxxxxxx MORGAN~~ Prexxxxxx [XXRGAN STANLEY LOGO] ------------------------------------------------------------------------------ SCHEDULE I Calculation Line Period Notional Amount ($) Multiplier ---- ---------------------------------- ------------------- ---------- 1. Effective Date 6/29/2007 91,417,986.68 10 2. 6/29/2007 7/25/2007 87,956,105.50 10 3. 7/25/2007 8/25/2007 84,606,981.49 10 4. 8/25/2007 9/25/2007 81,364,809.54 10 5. 9/25/2007 10/25/2007 78,224,234.95 10 6. 10/25/2007 11/25/2007 75,180,339.77 10 7. 11/25/2007 12/25/2007 72,228,628.45 10 8. 12/25/2007 1/25/2008 69,365,012.59 10 9. 1/25/2008 2/25/2008 66,585,794.79 10 10. 2/25/2008 3/25/2008 63,887,753.96 10 11. 3/25/2008 4/25/2008 61,267,914.24 10 12. 4/25/2008 5/25/2008 58,723,945.10 10 13. 5/25/2008 6/25/2008 56,254,915.69 10 14. 6/25/2008 7/25/2008 53,879,523.99 10 15. 7/25/2008 8/25/2008 51,605,165.06 10 16. 8/25/2008 9/25/2008 49,424,615.79 10 17. 9/25/2008 10/25/2008 47,339,893.11 10 18. 10/25/2008 11/25/2008 45,337,214.33 10 19. 11/25/2008 12/25/2008 43,405,926.20 10 20. 12/25/2008 1/25/2009 41,444,489.91 10 21. 1/25/2009 2/25/2009 32,587,187.46 10 22. 2/25/2009 3/25/2009 30,048,033.34 10 23. 3/25/2009 4/25/2009 28,794,483.18 10 24. 4/25/2009 5/25/2009 27,598,810.53 10 25. 5/25/2009 6/25/2009 26,439,063.70 10 26. 6/25/2009 7/25/2009 25,213,717.47 10 27. 7/25/2009 8/25/2009 16,964,394.88 10 28. 8/25/2009 9/25/2009 15,086,093.63 10 29. 9/25/2009 10/25/2009 14,478,879.70 10 30. 10/25/2009 11/25/2009 13,889,783.45 10 31. 11/25/2009 12/25/2009 13,071,031.24 10 32. 12/25/2009 1/25/2010 12,346,251.58 10 33. 1/25/2010 2/25/2010 7,484,365.38 10 34. 2/25/2010 3/25/2010 6,523,354.71 10 35. 3/25/2010 4/25/2010 6,245,407.45 10 36. 4/25/2010 5/25/2010 6,010,925.78 10 37. 5/25/2010 6/25/2010 5,537,498.32 10 38. 6/25/2010 7/25/2010 5,210,133.33 10 39. 7/25/2010 8/25/2010 4,762,702.18 10 40. 8/25/2010 9/25/2010 4,596,730.78 10 41. 9/25/2010 10/25/2010 4,399,454.65 10 42. 10/25/2010 11/25/2010 4,242,401.27 10 43. 11/25/2010 12/25/2010 3,950,173.73 10 44. 12/25/2010 1/25/2011 3,741,847.43 10 45. 1/25/2011 2/25/2011 3,465,639.84 10 46. 2/25/2011 3/25/2011 3,350,224.90 10 47. 3/25/2011 4/25/2011 3,217,965.08 10 48. 4/25/2011 5/25/2011 3,113,981.66 10 49. 5/25/2011 6/25/2011 3,014,040.41 10 50. 6/25/2011 7/25/2011 2,915,829.46 10 51. 7/25/2011 8/25/2011 2,822,001.72 10 52. 8/25/2011 9/25/2011 2,731,068.59 10 53. 9/25/2011 10/25/2011 2,641,690.37 10 54. 10/25/2011 11/25/2011 2,556,351.69 10 55. 11/25/2011 12/25/2011 2,471,788.97 10 56. 12/25/2011 1/25/2012 2,360,023.39 10 57. 1/25/2012 2/25/2012 2,269,073.22 10 58. 2/25/2012 3/25/2012 2,195,368.02 10 59. 3/25/2012 4/25/2012 2,123,120.68 10 60. 4/25/2012 5/25/2012 2,054,405.84 10 61. 5/25/2012 6/25/2012 1,985,922.78 10 62. 6/25/2012 7/25/2012 1,889,885.70 10 63. 7/25/2012 8/25/2012 1,813,998.36 10 64. 8/25/2012 9/25/2012 1,755,088.84 10 65. 9/25/2012 10/25/2012 1,697,728.20 10 66. 10/25/2012 11/25/2012 1,642,877.50 10 67. 11/25/2012 12/25/2012 1,588,637.52 10 68. 12/25/2012 1/25/2013 1,519,570.42 10 69. 1/25/2013 2/25/2013 1,462,029.76 10 70. 2/25/2013 3/25/2013 1,414,591.44 10 71. 3/25/2013 4/25/2013 1,368,880.01 10 72. 4/25/2013 Termination Date -- - ------------------------------------------------------------------------------ 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx Xxxx 00, 0000 ~~XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK~~Xxxxx Xxxxx Xxxx, ~~NY 10000-0090 Xxxxl 28~~Xxxxxxxx Xxxxxxxxxxx, ~~2006 Wells Fargo Bank, National Association A national banking association~~x xxxxoxxx xxxxxxx xssociation, xxx ~~xndividually~~individually, but solely as ~~Securities~~ Security Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~ NC4 (the "~~Trust")Mortgage Pass~~Trust"), Mortgagx Xxxx-~~Xxxxxgx Xxxxxficates~~Xxxxxxx Certificates, Series ~~2006~~2007-~~HE2~~ NC4 9062 Old Annapolis Road Columbia, ~~Maryland~~ MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx ~~XXDA~~ XSDA Master Agreement ~~and that certain ISDA Schedule, each~~ dated as ~~April 28~~of June 20, ~~2006~~ 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as ~~Securities~~ Security Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~NC4 (the "Trust"), ~~Mortgage Pass~~Mortgagx Xxxx-~~Through Cerxxxxxxtxx~~Xxxxxxx Certificates, ~~Xxxies 2006~~Series 2007-~~HE2~~ NC4 (hereinafter "Counterparty") (such ISDA Master ~~Agreement and ISDA Schedule~~Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and ~~xxxx~~ will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ ~~Kevxx X. Mxxxxx ----------------------------~~ Christxxx Xxcxxx -------------------------------- Name: ~~Jacqueline T. Brody Titxx~~Christine Cochet Title: ~~Xxxxxxxxxx Xxxxatory~~ Auxxxxxxxx Xxxxxxxry Address: 1585 Broadway ~~Xxx Xxxx~~New Yxxx, XX 00000 ~~Xxx Xx~~Xxxxxxxxx: Xxxxxxxxx Fax No.: ~~000~~212-~~000~~762-~~0000~~ 0337 Ph. No.: ~~200~~212-~~000~~760-0000 ~~EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT~~ SECRETARY'S CERTIFICATE ----------------------- I, Susan M. Krause, a duly elected and acting Assistant Secretary of Morgxx Xxxxxxx, x xorporation organized and existing under the laws of xxx Xxaxx xx Delaware (the "~~Agreement~~Corporation"), certify as follows: (1) David K. Wong is ~~made~~ the duly elected Treasurer and ~~entered into between JPMORGAN CHASE BANK~~Jacqueline T. Brody, ~~NATIONAL ASSOCIATION~~ Vixxxxx X.X. Xxu, John A. Roberts, Jai Sooklal and Xxxxxxx X. Xhxxx xxx xxxx xlxxxxx Xxsixxxxx Xxxxxxxxxs xx xxx Xxxxoratixx; xxx (2) Pursuant to Section 7.01 of the Bylaws of the Corporation and resolutions adopted by a ~~national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC~~Unanimous Consent of Directors in Lieu of a Meeting, ~~a Delaware limited liability corporation (hereinafter called "CHF LLC")~~ dated as of May 31, 1997, both of which are attached as an exhibit, the Treasurer and the Assistant Treasurers are authorized to enter into agreements and other instruments on behalf of the Corporation; and (3) Pursuant to the attached Delegation of Authority executed by the Treasurer of the Corporation as of April 118, 2006, Christine K. Cochet and Kevin P. Mooney are each authorized to sign, on xxxxxx xx xxx Xxxxoratixx, xxx xxx xxx guarantees and loan agreements of the Corporation; and (4) The signatures of Jacqueline T. Brody, Christine K. Cochet, Vincent Y.C. Liu, Kevin P. Moxxxx, Xxxx X. Xxxxxts, Xxx Xxxxxxl, Xxxxxxx X. Xxlxx xxx Xavxx X. Xxxx xxxxarxxx xx xxx xxxxchxx xxxxxxxxy xxxx xxx xxxxxx of thxxx xxxxxxx xignatures.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-Nc4)

Securities Administrator Capacity. It is expressly ~~undexxxxxx xnd~~ understood and agreed by the parties hereto that insofar as this Confirmation is executed by ~~Wells Fargo Bank, National Association~~ the Securities Administrator (i) this Confirmation is ~~executex~~ executed and delivered by ~~Wells Fargo~~ JPMorgan Chase Bank, ~~National Association~~ N.A. not in its individual ~~capaxxxx~~ capacity but solely as Securities Administrator under the ~~PSA~~ Pooling and Servicing Agreement, dated as of August 1, 2006 (the "Pooling and Servicing Agreement"), among X.X. Xxxxxx Acceptance Corporation I, as depositor, X.X. Xxxxxx Mortgage Acquisition Trust, as seller, U.S. Bank National Association, as trustee, Pentalpha Surveillance LLC, as trust oversight manager and the Securities Administrator, JPMorgan Chase Bank National Association as servicer and as securities administrator, in the exercise of the powers and authority conferred and ~~invested~~ vested in it ~~as securities administrator~~ thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall ~~Wells Fargo~~ JPMorgan Chase Bank, ~~National Association~~ N.A. in its individual capacity ~~xx xersonally~~ be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation, and (iii) each of the representations, undertakings and agreements herein made on behalf of the Counterparty is made and intended not as personal representations, undertakings and agreements of the Counterparty. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in Please confirm that the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. Bx: /x/ D.N. Moore ----------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the foregoing as ox xxx Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Xxxxx 0000-XX2, Mortgage Pass-Through Certificates, Series 2006-HE2 By: /s/ Patricia M. Russo ------------------------- Name: Patricia M. Russo Title: Vice Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28, 2006 Wells Fargo Bank, National Association A national banking association, xxx xndividually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2 (the "Trust")Mortgage Pass-Xxxxxgx Xxxxxficates, Series 2006-HE2 9062 Old Annapolis Road Columbia, Maryland 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx XXDA Master Agreement and that certain ISDA Schedule, each dated as April 28, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley Capital I Inc. Trust 2006-HE2, Mortgage Pass-Through Cerxxxxxxtxx, Xxxies 2006-HE2 (hereinafter "Counterparty") (such ISDA Master Agreement and ISDA Schedule, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the material terms of the ~~Agreement~~ Transaction to which this Confirmation relates and ~~giving effect~~ indicates agreement to ~~any applicable grace period~~those terms. ~~Upon failure of MSCS punctually~~ When referring to ~~pay any such amounts~~this Confirmation, please indicate: JPMorgan Deal Number(s): 6900026405358 JPMorgan Chase Bank, N.A. Name: Title: Accepted and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty confirmed as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY Byfirst written: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ~~ASSOCIATION a national banking association~~ ASSOCIATION, not in its individual capacity but solely as securities administrator on behalf of the X.X. Xxxxxx Mortgage Acquisition Trust 2006-NC2 supplemental interest trust Name: Title: Your reference number: _________________ 23-Aug-06 25-Sep-06 905,407,000.00 25-Sep-06 25-Oct-06 892,366,925.00 25-Oct-06 25-Nov-06 876,318,153.01 25-Nov-06 25-Dec-06 857,314,917.79 25-Dec-06 25-Jan-07 835,406,890.83 25-Jan-07 25-Feb-07 810,672,521.59 25-Feb-07 25-Mar-07 783,215,392.99 25-Mar 07 25-Apr-07 753,173,562.51 25-Apr-07 25-May-07 720,730,751.21 25-May--07 25-Jun-07 686,521,402.72 25-Jun-07 25-Jul-07 653,886,563.81 25-Jul- 07 25-Aug-07 622,755,341.66 25-Aug-07 25-Sep-07 592,905,706.83 25 Sep 07 25-Oct-07 564,265,554.20 25-Oct-07 25-Nov-07 536,950,984.66 25-Nov-07 25-Dec-07 510,898,488.13 25-Dec-07 25-Jan-08 486,074,031.70 25-Jan-08 25-Feb-08 462,461,499.48 25-Feb-08 25-Mar-08 439,623,623.08 25-Mar-08 25 Apr-08 417,507,905.78 25 Apr 08 25-May-08 371,541,225.75 25-May 08 25-Jun-08 75,743,403.08 25-Jun-08 25-Jul-08 71,428,062.25 25-Jul-08 25-Aug-08 67,592,557.18 25-Aug-08 25-Sep-08 63,986,013.15 25-Sep-08 25-Oct-08 59,809,152.88 25-Oct-08 25-Nov-08 55,672,202.14 25-Nov-08 25-Dec-08 52,526,806.54 25-Dec-08 25-Jan-09 49,501,575.20 25-Jan-09 25-Feb-09 58,404,839.49 25-Feb-09 25-Mar-09 66,771,315.40 25-Mar-09 25-Apr-09 65,085,776.10 25-Apr 09 25-May-09 62,952,890.26 25-May-09 25-Jun-09 60,466,793.47 25-Jun-09 25-Jul-09 58,927,633.95 25-Jul-09 25-Aug-09 57,417,808.88 25-Aug 09 25-Sep-09 55,937,448.16 25-Sep-09 25-Oct-09 54,486,617.00 25-Oct-09 25-Nov-09 53,065,314.67 25-Nov-09 25-Dec-09 51,673,494.29 25-Dec-09 25-Jan-10 50,311,066.97 25-Jan-10 25-Feb-10 48,977,894.66 25-Feb-10 25-Mar-10 47,673,797.25 25-Mar-10 25-Apr-10 46,398,558.17 25-Apr 10 25-May-10 45,151,927.15 25-May- 10 25-Jun-10 43,933,626.25 25-Jun-10 25-Jul-10 42,743,350.80 25-Jul-10 25-Aug-10 41,580,773.05 All queries regarding confirmations should be sent to: JPMorgan Chase Bank, N.A. Client Service Group (~~hereinafter called "JPMCB"~~000 ) ~~and CHASE HOME FINANCE LLC, a Delaware limited liability corporation~~ 0000000000 Facsimile: (~~hereinafter called "CHF LLC"~~000 ) ~~dated as of April 1, 2006.~~0000000000 Telex:

Appears in 1 contract

Samples: Interest Rate Swap Confirmation (Jpmac 2006-Nc2)

Securities Administrator Capacity. It is ~~expressly undexxxxxx~~ expressxx xxxxxxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as ~~securities administrator~~ Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of ~~the Trust~~ Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. ~~[MORGAN STANLEY LETTERHEAD] --------------------------------------------------------------------------------~~ We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. ~~Bx: /x/ D.N.~~ Bx:/x/ X. N. Moore ~~-----------------------~~ -------------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx Xxxxx B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ~~ox xxx~~ of the Trade Date. WELLS FARGO BANK, NATIONAL ~~ASXXXXXTION~~ASSOCIATION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I ~~Inc. Xxxxx 0000~~Xxx. Xrust 0007-~~XX2~~NC3, Mortgage Pass-Through Certificates, Series ~~2006~~2007-~~HE2~~ NC3 By: /s/ ~~Patricia M. Russo -------------------------~~ Carla S. Walker ----------------------------------- Name: ~~Patricia M. Russo~~ Carla S. Walker Title: ~~Vice~~ Vicx Xxxxxxxxx ~~MORGAN STANLEY 0000 XRXXXXXX~~ [MORGAN STANLEY ~~LETTERHEAD~~LOGO] ~~NEW YORK~~SCHEDULE I Calculation Line Period Notional Amount ($) Multiplier ---- --------------------------------- ------------------- ---------- 1 Effective Date 5/25/2008 73,824,118.08 10 2 5/25/2008 6/25/2008 70,718,516.29 10 3 6/25/2008 7/25/2008 67,742,847.41 10 4 7/25/2008 8/25/2008 64,892,844.94 10 5 8/25/2008 9/25/2008 62,163,761.72 10 6 9/25/2008 10/25/2008 59,550,427.69 10 7 10/25/2008 11/25/2008 57,047,895.36 10 8 11/25/2008 12/25/2008 54,598,023.21 10 9 12/25/2008 1/25/2009 51,791,683.58 10 10 1/25/2009 2/25/2009 40,794,622.34 10 11 2/25/2009 3/25/2009 38,356,871.85 10 12 3/25/2009 4/25/2009 36,776,547.55 10 13 4/25/2009 5/25/2009 35,261,994.52 10 14 5/25/2009 6/25/2009 33,756,274.09 10 15 6/25/2009 7/25/2009 31,846,822.24 10 16 7/25/2009 8/25/2009 21,588,865.30 10 17 8/25/2009 9/25/2009 19,969,778.44 10 18 9/25/2009 10/25/2009 19,183,665.18 10 19 10/25/2009 11/25/2009 18,428,848.85 10 20 11/25/2009 12/25/2009 17,663,805.97 10 21 12/25/2009 1/25/2010 16,220,558.17 10 22 1/25/2010 2/25/2010 9,840,452.45 10 23 2/25/2010 3/25/2010 9,046,617.63 10 24 3/25/2010 4/25/2010 8,681,411.00 10 25 4/25/2010 5/25/2010 8,375,071.24 10 26 5/25/2010 6/25/2010 8,069,994.04 10 27 6/25/2010 7/25/2010 7,326,747.05 10 28 7/25/2010 8/25/2010 6,423,433.22 10 29 8/25/2010 9/25/2010 6,201,396.96 10 30 9/25/2010 10/25/2010 5,945,909.14 10 31 10/25/2010 11/25/2010 5,745,642.05 10 32 11/25/2010 12/25/2010 5,546,548.15 10 33 12/25/2010 1/25/2011 5,097,978.40 10 34 1/25/2011 2/25/2011 4,558,384.07 10 35 2/25/2011 3/25/2011 4,408,026.39 10 36 3/25/2011 4/25/2011 4,239,040.17 10 37 4/25/2011 5/25/2011 4,102,046.72 10 38 5/25/2011 6/25/2011 3,969,287.60 10 39 6/25/2011 7/25/2011 3,840,640.86 10 40 7/25/2011 8/25/2011 3,715,987.63 10 41 8/25/2011 9/25/2011 3,595,212.05 10 42 9/25/2011 10/25/2011 3,478,201.24 10 43 10/25/2011 11/25/2011 3,363,956.27 10 44 11/25/2011 12/25/2011 3,254,189.11 10 45 12/25/2011 1/25/2012 3,147,863.24 10 46 1/25/2012 2/25/2012 3,040,172.87 10 47 2/25/2012 3/25/2012 2,940,782.92 10 48 3/25/2012 4/25/2012 2,842,915.00 10 49 4/25/2012 5/25/2012 2,747,885.19 10 50 5/25/2012 6/25/2012 2,657,700.95 10 51 6/25/2012 7/25/2012 2,570,366.47 10 52 7/25/2012 8/25/2012 2,481,024.53 10 53 8/25/2012 9/25/2012 2,399,351.75 10 54 9/25/2012 10/25/2012 2,318,694.40 10 55 10/25/2012 11/25/2012 2,240,752.92 10 56 11/25/2012 12/25/2012 2,166,757.55 10 57 12/25/2012 1/25/2013 2,095,120.41 10 58 1/25/2013 2/25/2013 2,023,054.47 10 59 2/25/2013 3/25/2013 1,956,043.82 10 60 3/25/2013 4/25/2013 1,890,282.11 10 61 4/25/2013 Termination Date 1,827,003.55 10 Morgan Stanley 0000 BXXXXXXX NXX XXXX, ~~NY 10000~~XX 00000-~~0090 Xxxxl 28~~0000 Xxx 00, ~~2006 Wells Fargo Bank~~0000 Xxxxx Xxxxx Xxxx, ~~National Association A national banking~~ Xxxxxxxx Xxxxxxxxxxx, x xxxxxxxx xxxxing association, xxx ~~xndividually~~individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~ NC3 (the "~~Trust")Mortgage Pass~~Trust"), Mortgagx Xxxx-~~Xxxxxgx Xxxxxficates~~Xxxxxxx Certificates, Series ~~2006~~2007-~~HE2~~ NC3 9062 Old Annapolis Road Columbia, ~~Maryland~~ MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx ~~XXDA~~ XSDA Master Agreement ~~and that certain ISDA Schedule, each~~ dated as ~~April 28~~of May 31, ~~2006~~ 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~NC3 (the "Trust"), ~~Mortgage Pass~~Mortgagx Xxxx-~~Through Cerxxxxxxtxx~~Xxxxxxx Certificates, ~~Xxxies 2006~~Series 2007-~~HE2~~ NC3 (hereinafter "Counterparty") (such ISDA Master ~~Agreement and ISDA Schedule~~Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and ~~xxxx~~ will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION a national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC, a Delaware limited liability corporation (hereinafter called "CHF LLC") dated as of April 1, 2006.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-Nc3)

Securities Administrator Capacity. It is expressly ~~undexxxxxx xnd~~ understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is ~~executex~~ exxxxxed and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as ~~securities administrator~~ Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of ~~the Trust~~ Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY ~~LETTERHEAD] --------------------------------------------------------------------------------~~ We are very pleased to have entered into this ~~Transaction with you and~~ Transactxxx xxtx xxx xnd we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES ~~INC~~XXX. BxBy: ~~/x/ D.N.~~ /s/ David N. Moore ~~-----------------------~~ ----------------------------------- Name: David N. Moore Title: Vice ~~Prxxxxxxx Xxxxx~~ Xxxxxxxxx Xxrty B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ~~ox xxx~~ of the Trade Date. WELLS FARGO BANK, NATIONAL ASXXXXXTION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I ~~Inc. Xxxxx 0000~~Xxx. Xrxxx 0007-~~XX2~~HE5, Mortgage Pass-Through Certificates, Series ~~2006~~2007-~~HE2~~ HE5 By: /s/ ~~Patricia M. Russo -------------------------~~ Carla Walker -------------------------------- Name: ~~Patricia M. Russo~~ Carla Walker Title: ~~Vice~~ Vicx Xxxxxxxxx ~~MORGAN STANLEY~~ SCHEDULE I Calculation Line Period Notional Amount ($) Multiplier ---- --------------------------------- -------------------- ---------- 1 Effective Date 4/25/2008 68,074,849.04 10 2 4/25/2008 5/25/2008 65,196,208.26 10 3 5/25/2008 6/25/2008 62,424,260.00 10 4 6/25/2008 7/25/2008 59,765,798.87 10 5 7/25/2008 8/25/2008 57,225,709.04 10 6 8/25/2008 9/25/2008 54,794,390.38 10 7 9/25/2008 10/25/2008 52,467,154.06 10 8 10/25/2008 11/25/2008 50,239,514.52 10 9 11/25/2008 12/25/2008 48,096,781.50 10 10 12/25/2008 1/25/2009 43,080,188.25 10 11 1/25/2009 2/25/2009 34,566,212.96 10 12 2/25/2009 3/25/2009 33,037,934.20 10 13 3/25/2009 4/25/2009 31,662,889.90 10 14 4/25/2009 5/25/2009 30,345,623.07 10 15 5/25/2009 6/25/2009 29,073,128.26 10 16 6/25/2009 7/25/2009 24,844,415.45 10 17 7/25/2009 8/25/2009 17,033,796.90 10 18 8/25/2009 9/25/2009 16,262,481.46 10 19 9/25/2009 10/25/2009 15,616,154.95 10 20 10/25/2009 11/25/2009 14,995,822.95 10 21 11/25/2009 12/25/2009 14,392,607.44 10 22 12/25/2009 1/25/2010 12,049,926.53 10 23 1/25/2010 2/25/2010 7,487,576.70 10 24 2/25/2010 3/25/2010 7,147,487.04 10 25 3/25/2010 4/25/2010 6,892,149.09 10 26 4/25/2010 5/25/2010 6,645,932.65 10 27 5/25/2010 6/25/2010 6,406,691.53 10 28 6/25/2010 7/25/2010 6,129,990.32 10 29 7/25/2010 8/25/2010 5,687,051.06 10 30 8/25/2010 9/25/2010 5,466,954.05 10 31 9/25/2010 10/25/2010 5,274,153.42 10 32 10/25/2010 11/25/2010 5,088,126.32 10 33 11/25/2010 12/25/2010 4,907,596.04 10 34 12/25/2010 1/25/2011 4,707,171.62 10 35 1/25/2011 2/25/2011 4,413,399.44 10 36 2/25/2011 3/25/2011 4,249,263.56 10 37 3/25/2011 4/25/2011 4,100,756.26 10 38 4/25/2011 5/25/2011 3,957,403.17 10 39 5/25/2011 6/25/2011 3,819,026.63 10 40 6/25/2011 7/25/2011 3,685,455.06 10 41 7/25/2011 8/25/2011 3,556,522.76 10 42 8/25/2011 9/25/2011 3,432,069.69 10 43 9/25/2011 10/25/2011 3,311,941.30 10 44 10/25/2011 11/25/2011 3,195,988.33 10 45 11/25/2011 12/25/2011 3,082,706.62 10 46 12/25/2011 1/25/2012 2,824,625.84 10 47 1/25/2012 2/25/2012 2,689,335.51 10 48 2/25/2012 3/25/2012 2,596,799.58 10 49 3/25/2012 4/25/2012 2,507,402.45 10 50 4/25/2012 5/25/2012 2,421,041.33 10 51 5/25/2012 6/25/2012 2,336,241.26 10 52 6/25/2012 7/25/2012 2,103,686.52 10 53 7/25/2012 8/25/2012 1,994,467.82 10 54 8/25/2012 9/25/2012 1,927,541.80 10 55 9/25/2012 10/25/2012 1,862,806.71 10 56 10/25/2012 11/25/2012 1,800,193.17 10 57 11/25/2012 12/25/2012 1,738,853.23 10 58 12/25/2012 1/25/2013 1,593,708.80 10 59 1/25/2013 2/25/2013 1,519,159.24 10 60 2/25/2013 Termination Date 1,469,090.64 10 1585 Broadway Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx Xxxxx 00, 0000 ~~XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK~~Xxxxx Xxxxx Xxxx, ~~NY 10000-0090 Xxxxl 28~~Xxxxxxxx Xxxxxxatxxx, ~~2006 Wells Fargo Bank, National Association A national banking~~ x xxxxxxxx xxxxxxx association, xxx ~~xndividually~~individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~ HE5 (the "~~Trust")Mortgage Pass~~Trust"), Mortgagx Xxxx-~~Xxxxxgx Xxxxxficates~~Xxxxxxx Certificates, Series ~~2006~~2007-~~HE2~~ HE5 9062 Old Annapolis Road Columbia, ~~Maryland~~ MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx ~~XXDA~~ ISDA Master Agreement ~~and that certain ISDA Schedule, each~~ dated as of April 2826, ~~2006~~ 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~HE5 (the "Trust"), ~~Mortgage Pass~~Mortgagx Xxxx-~~Through Cerxxxxxxtxx~~Xxxxxxx Certificates, ~~Xxxies 2006~~Series 2007-~~HE2~~ HE5 (hereinafter "Counterparty") (such ISDA Master Agreement ~~and ISDA Schedule,~~ together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and ~~xxxx~~ will not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION a national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC, a Delaware limited liability corporation (hereinafter called "CHF LLC") dated as of April 1, 2006.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He5)

Securities Administrator Capacity. It is expressly ~~undexxxxxx xnd~~ understood and agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, National Association (i) this Confirmation is executex and delivered by Wells Fargo Bank, National Association not in its individual capaxxxx but solely as Securities Administrator of the Trust under the PSA in the exercise of the powers and authority conferred and invested in it as ~~securities administrator~~ Securities Administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of ~~the Trust~~ Party B is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, National Association in its individual capacity xx xersonally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. ~~[MORGAN STANLEY LETTERHEAD] --------------------------------------------------------------------------------~~ We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: ~~/x/ D.N.~~ /s/ David N. Moore ~~-----------------------~~ -------------------------------------- Name: David N. Moore Title: Vice Prxxxxxxx ~~Xxxxx~~ Xxxxy B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox of xxx ~~Trade~~ Xrade Date. WELLS FARGO BANK, NATIONAL ~~ASXXXXXTION~~ASSOCIATION, not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I ~~Inc. Xxxxx 0000~~Xxx. Xrust 0007-~~XX2~~HE6, Mortgage Pass-Through Certificates, Series ~~2006~~2007-~~HE2~~ HE6 By: /s/ ~~Patricia M. Russo -------------------------~~ Carla S. Walker -------------------------------------- Name: ~~Patricia M. Russo~~ Carla S. Walker Title: Vice ~~Xxxxxxxxx MORGAN STANLEY 0000 XRXXXXXX~~ Pxxxxxxxx SCHEDULE I -------------------------------------------------------------------------------- Calculation Line Period Notional Amount ($) Multiplier ---- ---------------------------- ---------------------- ----------------- 1 Effective Date 5/25/2008 70,894,759.95 10 2 5/25/2008 6/25/2008 67,913,727.84 10 3 6/25/2008 7/25/2008 65,044,558.35 10 4 7/25/2008 8/25/2008 62,283,522.43 10 5 8/25/2008 9/25/2008 59,642,627.59 10 6 9/25/2008 10/25/2008 57,102,305.80 10 7 10/25/2008 11/25/2008 54,682,804.14 10 8 11/25/2008 12/25/2008 52,363,433.97 10 9 12/25/2008 1/25/2009 50,076,003.23 10 10 1/25/2009 2/25/2009 46,254,796.97 10 11 2/25/2009 3/25/2009 39,052,104.34 10 12 3/25/2009 4/25/2009 34,534,178.12 10 13 4/25/2009 5/25/2009 33,101,141.72 10 14 5/25/2009 6/25/2009 31,724,910.56 10 15 6/25/2009 7/25/2009 30,338,271.81 10 16 7/25/2009 8/25/2009 27,355,910.66 10 17 8/25/2009 9/25/2009 20,901,946.55 10 18 9/25/2009 10/25/2009 17,138,338.57 10 19 10/25/2009 11/25/2009 16,459,985.68 10 20 11/25/2009 12/25/2009 15,806,950.23 10 21 12/25/2009 1/25/2010 15,141,219.85 10 22 1/25/2010 2/25/2010 13,509,803.77 10 23 2/25/2010 3/25/2010 9,784,004.01 10 24 3/25/2010 4/25/2010 7,708,917.19 10 25 4/25/2010 5/25/2010 7,426,110.62 10 26 5/25/2010 6/25/2010 7,161,452.34 10 27 6/25/2010 7/25/2010 6,906,217.31 10 28 7/25/2010 8/25/2010 6,610,312.22 10 29 8/25/2010 9/25/2010 6,214,858.16 10 30 9/25/2010 10/25/2010 5,946,199.52 10 31 10/25/2010 11/25/2010 5,728,352.88 10 32 11/25/2010 12/25/2010 5,526,350.82 10 33 12/25/2010 1/25/2011 5,331,442.14 10 34 1/25/2011 2/25/2011 5,115,037.71 10 35 2/25/2011 3/25/2011 4,843,375.39 10 36 3/25/2011 4/25/2011 4,645,609.87 10 37 4/25/2011 5/25/2011 4,478,343.63 10 38 5/25/2011 6/25/2011 4,321,569.87 10 39 6/25/2011 7/25/2011 4,170,246.79 10 40 7/25/2011 8/25/2011 4,024,186.14 10 41 8/25/2011 9/25/2011 3,883,206.14 10 42 9/25/2011 10/25/2011 3,747,131.21 10 43 10/25/2011 11/25/2011 3,615,792.29 10 44 11/25/2011 12/25/2011 3,489,025.16 10 45 12/25/2011 1/25/2012 3,365,610.41 10 46 1/25/2012 2/25/2012 3,185,649.06 10 47 2/25/2012 3/25/2012 2,957,933.40 10 48 3/25/2012 4/25/2012 2,844,935.58 10 49 4/25/2012 5/25/2012 2,745,332.28 10 50 5/25/2012 6/25/2012 2,650,558.42 10 51 6/25/2012 7/25/2012 2,557,936.95 10 52 7/25/2012 8/25/2012 2,406,826.69 10 53 8/25/2012 9/25/2012 2,206,294.39 10 54 9/25/2012 10/25/2012 2,120,870.75 10 55 10/25/2012 11/25/2012 2,047,908.70 10 56 11/25/2012 12/25/2012 1,978,811.16 10 57 12/25/2012 1/25/2013 1,911,377.26 10 58 1/25/2013 2/25/2013 1,811,034.07 10 59 2/25/2013 3/25/2013 1,682,987.94 10 60 3/25/2013 Termination Date 1,620,909.87 10 [~~MORGAN STANLEY LETTERHEAD~~COMPANY LOGO] ~~NEW YORK~~May 31, ~~NY 10000-0090 Xxxxl 28, 2006~~ 2007 Wells Fargo Bank, National ~~Association A~~ Association, a national banking association, xxx ~~xndividually~~individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I ~~Inc.~~ inc. Trust ~~2006~~2007-~~HE2~~ HE6 (the "~~Trust")Mortgage Pass~~Trust"), Mortgagx Xxxx-~~Xxxxxgx Xxxxxficates~~Xxxxxxx Certificates, Series ~~2006~~2007-~~HE2~~ HE6 9062 Old Annapolis Road Columbia, ~~Maryland~~ MD 21045 Ladies and Gentlemen: Xx xxxxxxxxxxxxx xx xxxx xxxxxxx ~~XXDA~~ ISDA Master Agreement ~~and that certain ISDA Schedule, each~~ dated as ~~April 28~~of May 31, ~~2006~~ 2007 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx Wells Fargo Bank, National Association, a national banking association, xxx individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust ~~2006~~2007-~~HE2~~HE6 (the "Trust"), ~~Mortgage Pass~~Mortgagx Xxxx-~~Through Cerxxxxxxtxx~~Xxxxxxx Certificates, ~~Xxxies 2006~~Series 2007-~~HE2~~ HE6 (hereinafter "Counterparty") (such ISDA Master ~~Agreement and ISDA Schedule~~Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION a national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC, a Delaware limited liability corporation (hereinafter called "CHF LLC") dated as of April 1, 2006.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2007-He6)

Securities Administrator Capacity. It is expressly undexxxxxx xnd agreed by the parties hereto that insofar as this Confirmation is executed by Wells Fargo Bank, ~~National Association~~ N.A., (i) this Confirmation is ~~executex~~ executed and delivered by xx Wells Fargo Bank, ~~National Association~~ N.A. not in its individual ~~capaxxxx~~ capacity but solely as ~~Securities~~ Xxcurities Administrator under the PSA in the exercise of the powers and authority conferred and invested in it as securities administrator thereunder, (ii) each of the representations, undertakings and agreements herein made on behalf of the Trust is made and intended not as personal representations of the Securities Administrator but is made and intended for the purpose of binding only the Trust, and (iii) under no circumstances shall Wells Fargo Bank, ~~National Association~~ N.A. in its individual capacity ~~xx xersonally liable~~ be personally lxxxxx for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation. [MORGAN STANLEY LETTERHEAD] -------------------------------------------------------------------------------- We are very pleased to have entered into this Transaction with you and we look forward to completing other transactions with you in the near future. Very truly yours, MORGAN STANLEY CAPITAL SERVICES INC. BxXx: /x/ ~~D.N.~~ David N. Moore ~~-----------------------~~ ----------------------------------- Name: David N. Moore Title: Vice ~~Prxxxxxxx Xxxxx~~ Pxxxxxxxx Xxxxy B, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as ox of xxx ~~Trade~~ Xrade Date. WELLS FARGO BANK, ~~NATIONAL ASXXXXXTION~~N.A., not individually, but solely as Securities Administrator for Morgan Stanley ABS Capital I ~~Inc. Xxxxx 0000~~Xxx. Txxxx 0006-~~XX2~~HE8, Mortgage Pass-Through Certificates, Series 2006-~~HE2 By: /s/~~ HE8 By:/s/ Patricia M. Russo ~~-------------------------~~ -------------------------------- Name: Patricia M. M.F. Russo Title: ~~Vice Xxxxxxxxx MORGAN STANLEY~~ Xxxx Xrxxxxxxx SCHEDULE I Line Calculation Period Notional Amount($) Multiplier ---- ------------------------------------- ------------------ ---------- 1 Effective Date 11/25/2007 94,041,549.98 10 2 11/25/2007 12/25/2007 90,085,333.27 10 3 12/25/2007 1/25/2008 86,290,369.13 10 4 1/25/2008 2/25/2008 82,656,630.02 10 5 2/25/2008 3/25/2008 79,177,213.90 10 6 3/25/2008 4/25/2008 75,845,516.19 10 7 4/25/2008 5/25/2008 72,655,216.87 10 8 5/25/2008 6/25/2008 69,600,268.17 10 9 6/25/2008 7/25/2008 66,663,208.35 10 10 7/25/2008 8/25/2008 61,693,610.85 10 11 8/25/2008 9/25/2008 50,297,240.53 10 12 9/25/2008 10/25/2008 48,220,062.74 10 13 10/25/2008 11/25/2008 46,229,533.39 10 14 11/25/2008 12/25/2008 44,322,003.37 10 15 12/25/2008 1/25/2009 42,482,133.89 10 16 1/25/2009 2/25/2009 38,528,861.10 10 17 2/25/2009 3/25/2009 28,017,336.21 10 18 3/25/2009 4/25/2009 26,901,521.59 10 19 4/25/2009 5/25/2009 25,830,661.47 10 20 5/25/2009 6/25/2009 24,802,922.91 10 21 6/25/2009 7/25/2009 23,806,263.26 10 22 7/25/2009 8/25/2009 21,300,755.69 10 23 8/25/2009 9/25/2009 14,211,746.09 10 24 9/25/2009 10/25/2009 13,658,786.29 10 25 10/25/2009 11/25/2009 13,153,587.33 10 26 11/25/2009 12/25/2009 12,667,187.53 10 27 12/25/2009 1/25/2010 12,195,301.56 10 28 1/25/2010 2/25/2010 11,438,223.94 10 29 2/25/2010 3/25/2010 9,845,631.66 10 30 3/25/2010 4/25/2010 9,465,854.02 10 31 4/25/2010 5/25/2010 9,127,240.66 10 32 5/25/2010 6/25/2010 8,800,727.38 10 33 6/25/2010 7/25/2010 8,483,836.74 10 34 7/25/2010 8/25/2010 8,005,361.78 10 35 8/25/2010 9/25/2010 7,051,928.76 10 36 9/25/2010 10/25/2010 6,791,383.26 10 37 10/25/2010 11/25/2010 6,555,554.41 10 38 11/25/2010 12/25/2010 6,327,831.47 10 39 12/25/2010 1/25/2011 6,107,938.93 10 40 1/25/2011 2/25/2011 5,895,610.53 10 41 2/25/2011 3/25/2011 5,690,588.92 10 42 3/25/2011 4/25/2011 5,492,625.42 10 43 4/25/2011 5/25/2011 5,301,479.69 10 44 5/25/2011 6/25/2011 5,114,980.33 10 45 6/25/2011 7/25/2011 4,936,867.23 10 46 7/25/2011 8/25/2011 4,763,491.52 10 47 8/25/2011 9/25/2011 4,597,501.29 10 48 9/25/2011 10/25/2011 4,437,239.30 10 49 10/25/2011 11/25/2011 4,282,507.57 10 50 11/25/2011 12/25/2011 4,131,148.24 10 51 12/25/2011 1/25/2012 3,987,004.40 10 52 1/25/2012 2/25/2012 3,846,422.55 10 53 2/25/2012 3/25/2012 3,712,129.53 10 54 3/25/2012 4/25/2012 3,582,478.03 10 55 4/25/2012 5/25/2012 3,457,309.31 10 56 5/25/2012 6/25/2012 3,335,345.33 10 57 6/25/2012 7/25/2012 3,218,737.20 10 58 7/25/2012 8/25/2012 3,105,356.35 10 59 8/25/2012 9/25/2012 2,996,717.71 10 60 9/25/2012 10/25/2012 2,891,841.55 10 61 10/25/2012 Termination Date 2,790,598.92 10 Morgan Stanley 1585 BROADWAY NEW YORX, XX 00000-0000 ~~XRXXXXXX [MORGAN STANLEY LETTERHEAD] NEW YORK, NY 10000-0090 Xxxxl 28~~November 29, 2006 ~~Wells Fargo Bank~~WELLS FARGO BANK, ~~National Association A~~ N.A. a national banking association, not individually, xxx ~~xndividually, but~~ solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 2006-~~HE2~~ HE8 (the "~~Trust")Mortgage Pass~~Trust"), Mortgage Xxxx-~~Xxxxxgx Xxxxxficates~~Xhxxxxx Xertificates, Series 2006-~~HE2 9062 Old Annapolis Road Columbia~~HE8 1761 East St. Andrew Place Santa Ana, ~~Maryland 21045 Ladies~~ CA 92705-4934 Ladles and ~~Gentlemen~~Gentlemxx: Xx xxxxxxxxxxxxx ~~xx xxxx xxxxxxx XXDA Master Agreement and~~ of that certain ISDA ~~Schedule, each~~ Master Agreement dated as ~~April 28~~of November 29, 2006 between Morgan Stanley Capital Services Inc., a Delaware corporation (hereinaftxx "XXCX") xxx ~~Wells Fargo Bank~~WELLS FARGO BANK, ~~National Association,~~ N.A. a national banking association, ~~xxx~~ not individually, ~~but~~ xxx solely as Securities Administrator for Morgan Stanley ABS Capital I Inc. Trust 2006-~~HE2~~HE8 (the "Trust"), Mortgage ~~Pass~~Xxxx-~~Through Cerxxxxxxtxx~~Xhxxxxx Xertificates, ~~Xxxies~~ Series 2006-~~HE2~~ HE8 (hereinafter "Counterparty") (such ISDA Master ~~Agreement and ISDA Schedule~~Agreement, together with each Confirmation exchanged between the parties pursuant thereto, hereinafter the "Agreement"), Morgan Stanley, a Delaware corporation (hereinafter "MS"), hereby irrevxxxxxx xxx xxxonditionally guarantees to Counterparty, with effect from the date of the Agreement, the due and punctual payment of all amounts payable by MSCS under the Agreement when the same shall become due and payable, whether on Scheduled Payment Dates, upon demand, upon declaration of termination or otherwise, in accordance with the terms of the Agreement and giving effect to any applicable grace period. Upon failure of MSCS punctually to pay any such amounts, and upon written demand by Counterparty to MS at its address set forth in the signature block of this Guarantee (or to such other address as MS may specify in writing), MS agrees to pay or cause to be paid such amounts; provided that delay by Counterparty in giving such demand shall in no event affect MS's obligations under this Guarantee. MS hereby agrees that its obligations hereunder shall be unconditional and xxxx not be discharged except by complete payment of the amounts payable under the Agreement, irrespective of any claim as to the Agreement's validity, regularity or enforceability or the lack of authority of MSCS to execute or deliver the Agreement; or any change in or amendment to the Agreement; or any waiver or consent by Counterparty with respect to any provisions thereof; or the absence of any action to enforce the Agreement or the recovery of any judgment against MSCS or of any action to enforce a judgment against MSCS under the Agreement; or any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. MS hereby waives diligence, presentment, demand on MSCS for payment or otherwise (except as provided hereinabove), filing of claims, requirement of a prior proceeding against MSCS and protest or notice, except as provided for in the Agreement with respect to amounts payable by MSCS. If at any time payment under the Agreement is rescinded or must be otherwise restored or returned by Counterparty upon the insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by Counterparty. MS represents to Counterparty as of the date hereof, which representations will be deemed to be repeated by MS on each date on which a Transaction is entered into, that: (1) it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this Guarantee and to perform the provisions of this Guarantee on its part to be performed; (2) its execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by-laws or any law, regulation or contractual restriction binding on it or its assets; (3) all consents, authorizations, approvals and clearances (including, without limitation, any necessary exchange control approval) and notifications, reports and registrations requisite for its due execution, delivery and performance of this Guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in full force and effect and all conditions thereof have been duly complied with and no other action by, and no notice to or filing with, any governmental authority having jurisdiction is required for such execution, delivery or performance; and (4) this Guarantee is its legal, valid and binding obligation enforceable against it in accordance with its terms except as enforcement hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights or by general equity principles. By accepting this Guarantee and entering into the Agreement, Counterparty agrees that MS shall be subrogated to all rights of Counterparty against MSCS in respect of any amounts paid by MS pursuant to this Guarantee, provided that MS shall be entitled to enforce or to receive any payment arising out of or based upon such right of subrogation only to the extent that it has paid all amounts payable by MSCS under the Agreement. This Guarantee shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms not otherwise defined herein shall have the respective meanings assigned to them in the Agreement. MORGAN STANLEY By: /s/ Kevxx X. Mxxxxx ---------------------------- Name: Jacqueline T. Brody Titxx: Xxxxxxxxxx Xxxxatory Address: 1585 Broadway Xxx Xxxx, XX 00000 Xxx Xx.: 000-000-0000 Ph. No.: 200-000-0000 EXHIBIT W JPMORGAN SUBSERVICING AGREEMENT SUBSERVICING AGREEMENT THIS SUBSERVICING AGREEMENT (the "Agreement") is made and entered into between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION a national banking association (hereinafter called "JPMCB") and CHASE HOME FINANCE LLC, a Delaware limited liability corporation (hereinafter called "CHF LLC") dated as of April 1, 2006.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2006-He8)

Common use of Securities Administrator Capacity Clause in Contracts