MORGAN STANLEY CAPITAL I INC. Depositor WELLS FARGO BANK, NATIONAL ASSOCIATION Master Servicer and Securities Administrator and LASALLE BANK NATIONAL ASSOCIATION Trustee and Custodian POOLING AND SERVICING AGREEMENT Dated as of February 1, 2007 MORGAN...Pooling and Servicing Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This POOLING AND SERVICING AGREEMENT, dated as of February 1, 2007 (the “Agreement”), by and among MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”) and as the custodian (the “Custodian”); and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its separate capacities as master servicer (the “Master Servicer”), as securities administrator (the “Securities Administrator”) and, in its capacity as Securities Administrator, as auction administrator (the “Auction Administrator”) and acknowledged by MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, as seller (the “Seller”), for purposes of Section 2.05.
MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENTMortgage Loan Purchase and Warranties Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (the “Agreement”), dated as of November 1, 2006, by and between Morgan Stanley Mortgage Capital Inc., a New York corporation, having an office at 1585 Broadway, 2nd Floor, New York, New York 10036 (the “Purchaser”) and WILMINGTON FINANCE INC., a Delaware corporation, having an office at 401 Plymouth Road, Suite 400, Plymouth Meeting, Pennsylvania 19462 (the “Seller”).
FIRST AMENDED AND RESTATED SERVICING AGREEMENT between Morgan Stanley Mortgage Capital Inc. (Owner) and GMAC Mortgage Corporation, a Pennsylvania corporation (Servicer) Dated as of January 1, 2006Servicing Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This First Amended and Restated Servicing Agreement (this “Agreement”), dated as of January 1, 2006 (the “Effective Date”), is entered into by and between Morgan Stanley Mortgage Capital Inc., a New York corporation having an office at 1633 Broadway, New York, New York 10019 (the “Owner”), and GMAC Mortgage Corporation, a Pennsylvania corporation having an office at 100 Witmer Road, Horsham, Pennsylvania 19044 (the “Servicer”).
AMENDED AND RESTATED REGULATION AB COMPLIANCE ADDENDUM TO SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT (Servicing-retained)Morgan Stanley Mortgage Loan Trust 2007-5ax • April 17th, 2007 • Asset-backed securities
ContractAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
MORGAN STANLEY CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2007-5AX UNDERWRITING AGREEMENTUnderwriting Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of February 1, 2007, among Morgan Stanley Mortgage Capital Inc. (“MSMCI” or the “Purchaser”), GMAC Mortgage, LLC, a Delaware limited liability company, as successor by merger to GMAC Mortgage Corporation (“Servicer”), and LaSalle Bank National Association (“LaSalle”), as trustee (“Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”) and acknowledged by Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”) and Morgan Stanley Capital I Inc. (the “Depositor”).
MORGAN STANLEY MORTGAGE CAPITAL INC. Purchaser WACHOVIA MORTGAGE CORPORATION Seller FIRST AMENDED AND RESTATED SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT Dated as of June 1, 2006Assignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This is a First Amended and Restated Seller’s Purchase, Warranties and Servicing Agreement, dated as of June 1, 2006 and is executed by and between Morgan Stanley Mortgage Capital Inc., as purchaser (the “Purchaser”), and Wachovia Mortgage Corporation, as seller and servicer (in such capacity, the “Seller”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of February 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), IndyMac Bank, F.S.B., as seller (in such capacity, the “Seller”) and as servicer (in such capacity, the “Servicer”), LaSalle Bank National Association (“LaSalle”), as trustee (“Trustee”), of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”), and acknowledged by Wells Fargo Bank, National Association, as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”).
SERVICING AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL INC. Purchaser and INDYMAC BANK, F.S.B. Servicer Dated as of September 1, 2006 CONVENTIONAL, ADJUSTABLE AND FIXED RATE RESIDENTIAL MORTGAGE LOANSServicing Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This Servicing Agreement (“Servicing Agreement” or “Agreement”) is entered into as of September 1, 2006, by and between INDYMAC BANK, F.S.B., a federal savings bank (the “Servicer”), and MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the “Purchaser”).
MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser and WACHOVIA MORTGAGE CORPORATION, Seller FIRST AMENDED AND RESTATED SELLER’S PURCHASE, WARRANTIES AND INTERIM SERVICING AGREEMENT Dated as of June 1, 2006Servicing Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This is a First Amended and Restated Seller’s Purchase, Warranties and Interim Servicing Agreement, dated as of June 1, 2006 and is executed by and between Morgan Stanley Mortgage Capital Inc., as purchaser (the “Purchaser”), and Wachovia Mortgage Corporation, as seller and interim servicer (in each such capacity, the “Seller”).
THIRD AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser AMERICAN HOME MORTGAGE CORP., Seller Dated as of June 1, 2006 Conventional, Fixed and Adjustable Rate Residential Mortgage LoansPurchase and Warranties Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
This THIRD AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (“Agreement”), dated as of June 1, 2006, by and between Morgan Stanley Mortgage Capital Inc., a New York corporation (the “Purchaser”), and American Home Mortgage Corp., a Delaware corporation (the “Seller”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), American Home Mortgage Corp., as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”).
MORGAN STANLEY CAPITAL I INC. as Purchaser and MORGAN STANLEY MORTGAGE CAPITAL INC. as Seller MORTGAGE LOAN PURCHASE AGREEMENT Dated as of February 1, 2007 Adjustable-Rate and Hybrid Adjustable-Rate Mortgage Loans Morgan Stanley Mortgage Loan Trust...Mortgage Loan Purchase Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
MORTGAGE LOAN PURCHASE AGREEMENT, dated as of February 1, 2007 (the “Agreement”), between MORGAN STANLEY MORTGAGE CAPITAL INC. (the “Seller” or “MSMCI”) and MORGAN STANLEY CAPITAL I INC. (the “Purchaser”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), NetBank, as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), and New Century Mortgage Corp., as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), Wilmington Finance, Inc., as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”).
Date: February 28, 2007 To: Morgan Stanley Mortgage Loan Trust 2007-5AX From: Morgan Stanley Capital Services Inc. Attn: Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, MD 21045 Attention: Client Manager, MSM 2007-5AX Contact:...Letter Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated February 1, 2007, (“Agreement”) among 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 2007-5AX (the “Trust”):
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • April 17th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-5ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of February 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), Wachovia Mortgage Corporation as seller (“Wachovia,” or the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-5AX (the “Trust”).
