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 • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • 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”).
MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENTMortgage Loan Purchase and Warranties Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • 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”).
MORGAN STANLEY MORTGAGE CAPITAL INC. Purchaser and WELLS FARGO BANK, N.A. CompanyMaster Seller’s Warranties and Servicing Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
This is a Master Seller’s Warranties and Servicing Agreement for fixed rate and adjustable rate residential, first lien mortgage loans, dated and effective as of April 1, 2006, and is executed between Morgan Stanley Mortgage Capital Inc. as purchaser (the “Purchaser”), and Wells Fargo Bank, N.A., as seller and servicer (the “Company”).
SECOND AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT between FIFTH THIRD MORTGAGE COMPANY, as Seller and as Servicer and MORGAN STANLEY MORTGAGE CAPITAL INC., as Purchaser Dated as of July 1, 2006 Conventional, Fixed and Adjustable...Mortgage Loan Sale and Servicing Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS SECOND AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (this “Agreement”), dated as of July 1, 2006, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC. (the “Purchaser”) and FIFTH THIRD MORTGAGE COMPANY in its capacity as seller (the “Seller”) and in its capacity as servicer (the “Servicer”).
MORGAN STANLEY CAPITAL I INC. MORTGAGE PASS-THROUGH CERTIFICATES Series 2007-8XS UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • 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 and Assumption Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of May 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 2007-8XS (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”).
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTOmnibus Assignment, Assumption and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of December 1, 2007 (the “Assignment” or the “Agreement”), and is effective as of January 7, 2008, among Morgan Stanley Mortgage Capital Holdings LLC as successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH” or the “Owner”), Saxon Mortgage Services, Inc., a Texas corporation (“Servicer”), and LaSalle Bank National Association (“LaSalle”), as trustee (in such capacity, the “Trustee”) of each of the Morgan Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a “Trust” and together, the “Trusts”) and acknowledged by Wells Fargo Bank, National Association, as master servicer under each of the Pooling and Servicing Agreement described below (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 AND RECOGNITION AGREEMENTAssignment and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT AND RECOGNITION AGREEMENT (this “Agreement”), dated of May 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Assignee”), Morgan Stanley Mortgage Capital Inc. (the “Assignor”), Fifth Third Mortgage Company, an Ohio corporation (the “Company”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-8XS (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”):
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 May 1, 2007 MORGAN...Pooling and Servicing Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
This POOLING AND SERVICING AGREEMENT, dated as of May 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 • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of May 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 2007-8XS (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of May 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 2007-8XS (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated May 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 2007-8XS (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 • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of May 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 2007-8XS (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of May 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 2007-8XS (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”).
ASSIGNMENT AND RECOGNITION AGREEMENTAssignment and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT AND RECOGNITION AGREEMENT (this “Assignment Assignment”), dated as of May 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Assignee”), Morgan Stanley Mortgage Capital Inc. (the “Assignor”), Republic Federal Bank National Association, formerly known as The Hemisphere National Bank, a national banking association (the “Company”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-8XS (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 • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-8xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, (the “Assignment”) dated as of May 1, 2007, among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), Central Mortgage Company, an Arkansas corporation (“Servicer”), and LaSalle Bank National Association (“LaSalle”), as trustee (“Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-8XS (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”).
