SERVICING AGREEMENT among MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC Owner and SAXON MORTGAGE SERVICES, INC. Servicer Dated: Dated as of July 1, 2007Servicing Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
This Servicing Agreement (“Servicing Agreement” or “Agreement”) is entered into as of July 1, 2007, by and among SAXON MORTGAGE SERVICES, INC., a Texas corporation (the “Servicer”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (the “Owner”).
FIFTH AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser US BANK, N.A., Seller Dated as of April 1, 2007 Conventional, Fixed and Adjustable Rate Residential Mortgage LoansMortgage Loan Purchase and Warranties Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
This FIFTH AMENDED AND RESTATED MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (the “Agreement”), dated as of April 1, 2007, by and between Morgan Stanley Mortgage Capital Inc., a New York corporation (the “Purchaser”), and US Bank, N.A., a national banking association (the “Seller”).
MORGAN STANLEY MORTGAGE CAPITAL INC. Purchaser and WELLS FARGO BANK, N.A. CompanyMaster Seller’s Warranties and Servicing Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • 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”).
AMENDED AND RESTATED REGULATION AB COMPLIANCE ADDENDUM TO SELLER’S PURCHASE, WARRANTIES AND SERVICING AGREEMENT (Servicing-retained)Regulation Ab Compliance Addendum • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • 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 • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • 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 • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of June 1, 2007 with an effective date of June 29, 2007 (the “Effective Date”), is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH”), 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 2007-10XS (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 2007-10XS UNDERWRITING AGREEMENTUnderwriting Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • 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.
SECOND AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT MORGAN STANLEY MORTGAGE CAPITAL INC., Purchaser FIRST NATIONAL BANK OF NEVADA Seller Dated as of April 1, 2006 Conventional, Fixed and Adjustable Rate Residential...Master Mortgage Loan Purchase and Warranties Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
This SECOND AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AND WARRANTIES AGREEMENT (“Agreement”), dated as of April 1, 2006, by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the “Purchaser”), and FIRST NATIONAL BANK OF NEVADA, a national banking association (the “Seller”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment and Assumption Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), dated as of June 1, 2007 with an effective date of June 29, 2007 (the “Effective Date”), among Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH” 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 2007-10XS (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”).
ContractMaster Servicing Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
Morgan Stanley Mortgage Capital Inc. and Morgan Stanley Credit Corporation THIRD AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of November 1, 2005 Fixed, Adjustable Rate, and Pledged Asset Mortgage Loans Seller Flow Delivery...Master Mortgage Loan Purchase Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
This is a THIRD AMENDED AND RESTATED MASTER MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of November 1, 2005, by and between Morgan Stanley Mortgage Capital Inc., a New York corporation having its principal office at 1585 Broadway, New York, New York 10036, and its successors and assigns (“Purchaser”), and Morgan Stanley Credit Corporation, a Delaware corporation having its principal office at 2500 Lake Cook Road, Riverwoods, IL 60015 (“Seller”).
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTOmnibus Assignment, Assumption and Recognition Agreement • January 10th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • 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, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of June 1, 2007, with an effective date of June 29, 2007 (the “Effective Date”), is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Holdings LLC, successor-in-interest by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH”), Morgan Stanley Credit Corporation 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 2007-10XS (the “Trust”), and Wells Fargo Bank, National Association, as master servicer (or any successor master servicer, the “Master Servicer”).
Pooling and Servicing AgreementPooling and Servicing Agreement • January 31st, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
This POOLING AND SERVICING AGREEMENT, dated as of June 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 HOLDINGS LLC, a New York limited liability company, as seller (the “Seller”), for purposes of Section 2.05.
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of June 1, 2007, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH”), First National Bank of Nevada, as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-10XS (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated of June 1, 2007 with an effective date of June 29, 2007 (the “Effective Date”), is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH”), US Bank, N.A. as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-10XS (the “Trust”).
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • January 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated June 1, 2007, (“Agreement”) with an effective date of June 29, 2007 (the “Effective Date”) among Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to 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 2007-10XS (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 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of June 1, 2007 with an effective date of June 29, 2007 (the “Effective Date”), is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH”), 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 2007-10XS (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 8th, 2008 • Morgan Stanley Mortgage Loan Trust 2007-10xs • Asset-backed securities • New York
THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of June 1, 2007 with an effective date of June 29, 2007 (the “Effective Date”), is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Holdings LLC, successor by merger to Morgan Stanley Mortgage Capital Inc. (“MSMCH”), Wilmington Finance, Inc., as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2007-10XS (the “Trust”).
