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 • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • 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”).
SECOND AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser LYDIAN PRIVATE BANK, Seller Dated as of September 1, 2006 Conventional, Fixed and Adjustable Rate Residential Mortgage LoansMortgage Loan Purchase and Warranties Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (“Agreement”), dated as of September 1, 2006, by and between Morgan Stanley Mortgage Capital Inc., a New York corporation (the “Purchaser”), and Lydian Private Bank, a federal savings bank (the “Seller”).
MORGAN STANLEY MORTGAGE CAPITAL INC. Purchaser and NATIONAL CITY MORTGAGE CO., Company FOURTH AMENDED AND RESTATED MASTER SELLER’S WARRANTIES AND SERVICING AGREEMENT Dated as of July 1, 2006 Conventional Mortgage LoansMaster Seller’s Warranties and Servicing Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
This is a Fourth Amended and Restated Master Seller’s Warranties and Servicing Agreement for various residential mortgage loans (collectively, the “Mortgage Loans, dated and effective as of July 1, 2006, is executed between Morgan Stanley Mortgage Capital Inc. as purchaser (the “Purchaser”), and National City Mortgage Co., as seller and servicer (the “Company” or the “Servicer”).
MORTGAGE LOAN SALE AND SERVICING AGREEMENT MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser HSBC MORTGAGE CORPORATION (USA), Seller and Servicer Dated as of August 1, 2005 Fixed and Adjustable Rate Mortgage Loans First LiensMortgage Loan Sale and Servicing Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
This is a MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the “Agreement”), dated as of August 1, 2005, is by and between Morgan Stanley Mortgage Capital Inc., having an office at 1633 Broadway, New York, NY 10019 (together with any Person to whom the Purchaser has assigned its rights and obligations hereunder as Purchaser with respect to the Mortgage Loan and each respective successors and assigns, the “Purchaser”) and HSBC Mortgage Corporation (USA), having an office at 2929 Walden Avenue, Depew, NY 14043, in its capacity as seller (the “Seller”) and in its capacity as servicer (the “Servicer”).
AMENDED AND RESTATED REGULATION AB COMPLIANCE ADDENDUM TO SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT (Servicing-retained)Regulation Ab Compliance Addendum • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities
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, 2006Seller’s Purchase, Warranties and Servicing Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • 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 • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 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” and, in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-7AX (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”).
MORGAN STANLEY CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2007-7AX UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
Payment for the Securities shall be made by certified or official bank check or checks payable to the order of the Company in immediately available funds at the office of Morgan Stanley & Co. Incorporated 1585 Broadway, New York, New York 10036, at 10:00 A.M., local time, on April 30, 2007, or at such other time or place on the same or such other date, not later than five Business Days after the date of this Agreement. Payment for the Securities shall be made upon delivery to the Underwriter of the Securities registered in such names and in such denominations as the Underwriter shall request in writing not less than two full Business Days prior to the date of delivery. The time and date of such payment and delivery with respect to the Securities are referred to in this Agreement as the “Closing Date.”
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of April 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 2007-7AX (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”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 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 2007-7AX (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), National City Mortgage Co. as seller (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-7AX (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 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 2007-7AX (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 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 2007-7AX (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated April 1, 2007, (“Agreement”) among Morgan Stanley Mortgage Capital Inc. (“Assignor”), Morgan Stanley Capital I Inc. (“Assignee”) and HSBC Mortgage Corporation (USA) as seller (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”, and together with the Seller, the “Company”) and acknowledged by LaSalle Bank National Association (“LaSalle”), as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-7AX (the “Trust”) and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”):
Date: April 30, 2007 To: Morgan Stanley Mortgage Loan Trust 2007-7AX From: Morgan Stanley Capital Services Inc. Attn: Wells Fargo Bank, National Association Contact: Kelvin Borré 9062 Old Annapolis Road Columbia, MD 21045 Attention: Client Manager,...Swap Transaction Confirmation • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), and MortgageIT, Inc., as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-7AX (the “Trust”).
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 April 1, 2007 MORGAN...Pooling and Servicing Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
This POOLING AND SERVICING AGREEMENT, dated as of April 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.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of April 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), GreenPoint Mortgage Funding, Inc. as seller (in such capacity, the “Seller”) and servicer (in such capacity, the “Servicer”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-7AX (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (Servicing Only)Assignment, Assumption and Recognition Agreement • September 19th, 2007 • Morgan Stanley Mortgage Loan Trust 2007-7ax • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated April 1, 2007, (“Agreement”) among Morgan Stanley Mortgage Capital Inc. (“Assignor”), Morgan Stanley Capital I Inc. (“Assignee”) and Wells Fargo Bank, National Association (in such capacity, the “Company”) and acknowledged by LaSalle Bank National Association (“LaSalle”), as trustee (“Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-7AX (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”):
