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,...
Date:
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April
30, 2007
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To:
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Xxxxxx
Xxxxxxx Mortgage Loan Trust 2007-7AX
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From:
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Xxxxxx
Xxxxxxx Capital Services Inc.
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Attn:
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Xxxxx
Fargo Bank, National Association
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Contact:
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Xxxxxx
Xxxxx
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0000
Xxx Xxxxxxxxx Xxxx
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Columbia,
MD 21045
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Attention: Client
Manager, MSM 2007-7AX
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Fax:
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(000)
000-0000
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Fax:
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(000)
000-0000
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Tel:
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(000)
000-0000
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Tel:
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(000)
000-0000
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REFERENCE
NUMBER: AACQ8
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The
purpose of this letter agreement (this “Confirmation”) is to
confirm the terms and conditions of the Swap Transaction entered into on the
Trade Date specified below (the “Transaction”) between Xxxxxx
Xxxxxxx Capital Services Inc. (“Party A”) and Xxxxx Fargo Bank,
National Association, solely in its capacity as securities administrator (the
“Securities Administrator”) on behalf of the Xxxxxx Xxxxxxx Mortgage Loan Trust
2007-7AX (“Party B”) pursuant to the Pooling and Servicing
Agreement (the “PSA”), dated as of April 1, 2007, among Xxxxxx
Xxxxxxx Capital I Inc. (the “Depositor”), the Securities Administrator as master
servicer and securities administrator and LaSalle Bank National Association
as
trustee (the “Trustee”).
The
definitions and provisions contained in the 2000 ISDA Definitions (the
“Definitions”), as published by the International Swaps and
Derivatives Association, Inc., are incorporated into this Confirmation. In
the
event of any inconsistency between the Definitions and this Confirmation, this
Confirmation will govern. Terms capitalized but not defined in this Confirmation
(including the Definitions) have the meanings attributed to them in the
PSA.
This
Confirmation constitutes a “Confirmation” as referred to in, and supplements,
forms part of and is subject to, the ISDA Master Agreement dated as of April
30,
2007, as amended and supplemented from time to time (the
“Agreement”), between Party A and Party B. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
below.
1. The
terms of the particular Transaction to which this Confirmation relates
are
as follows:
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Notional
Amount:
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With
respect to any Calculation Period, the lesser of (a) the product
of
the Notional Balance and the Multiplier, each as set forth
for such Calculation Period in Schedule I attached hereto and (b)
the
aggregate Class Principal Balance of the Class A and Class M Certificates
immediately prior to the related Distribution Date (as such terms
are
defined in the PSA).
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Trade
Date:
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April
25, 2007
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Effective
Date:
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April
30, 2007
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Termination
Date:
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February
25, 2012, subject to adjustment in accordance with the Business Day
Convention.
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Fixed
Amounts:
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Fixed
Rate Payer:
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Party
B
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Fixed
Rate Payer Payment Dates:
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Early
Payment shall be applicable. The 25th calendar day of each
month during the Term of this Transaction, commencing April 25, 2008
and
ending on the Termination Date, subject to adjustment in accordance
with
the Business Day Convention
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Fixed
Rate Payer Period End Dates:
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The
25th calendar day of each month during the Term of this Transaction,
commencing April 25, 2008 and ending on the Termination Date, subject
to
No Adjustment.
For
the avoidance of doubt, the initial Calculation Period will accrue
from
and including March 25, 2008 to but excluding April 25, 2008 and
that the
final Calculation Period will accrue from and including January 25,
2012
to but excluding the Termination Date.
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Fixed
Rate:
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4.770%
per annum
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Fixed
Amount:
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To
be determined in accordance with the following formula:
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Fixed
Rate * Notional Amount * Fixed Rate Day Count Fraction.
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Fixed
Rate Day Count Fraction:
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30/360
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Floating
Amounts:
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Floating
Rate Payer:
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Party
A
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Floating
Rate Payer Payment Dates:
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Early
Payment shall be applicable. For each Calculation Period, the
Floating Rate Payer Payment Date shall be the first Business Day
prior to
the related Floating Rate Payer Period End Date.
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Floating
Rate Payer Period End Dates:
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The
25th calendar day of each month during the Term of this Transaction,
commencing April 25, 2008 and ending on the Termination Date, subject
to
adjustment in accordance with the Business Day Convention.
For
the avoidance of doubt, the initial Calculation Period will accrue
from
and including March 25, 2008 to but excluding April 25, 2008 and
that the
final Calculation Period will accrue from and including January 25,
2012
to but excluding the Termination Date.
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Floating
Rate Option:
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USD-LIBOR-BBA
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Floating
Amount:
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To
be determined in accordance with the following
formula:
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2
Floating
Rate * Notional Amount *Floating Rate Day Count Fraction.
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Designated
Maturity:
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One
month
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Floating
Rate Day Count Fraction:
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Actual/360
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Reset
Dates:
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The
first day of each Calculation Period.
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Compounding:
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Inapplicable
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Business
Days:
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New
York
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Business
Day Convention:
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Modified
Following
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Calculation
Agent
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Party
A; provided, however, that if an Event of Default occurs with respect
to
Party A, then Party B shall be entitled to appoint a financial institution
which would qualify as a Reference Market-maker to act as Calculation
Agent.
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Amendment
to Section 2(c) of the Agreement:
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Notwithstanding
anything to the contrary in Section 2(c) of the Agreement, amounts
that
are payable with respect to Calculation Periods which end in the
same
calendar month (prior to any adjustment of period end dates) shall
be
netted, as provided in Section 2(c) of the Agreement, even if such
amounts
are not due on the same payment date. For avoidance of doubt
any payments pursuant to Section 6(e) of the Agreement shall not
be
subject to netting.
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2.
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Account
Details and Settlement Information:
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Payments
to Party A:
Citibank,
New York
ABA
No.:
021 000 089
Account
No.: 4072-4601
Account
Name: Xxxxxx Xxxxxxx Capital Services Inc.
Payments
to Party B:
Xxxxx
Fargo Bank, National Association
ABA
No. 000-000-000
Account
Name: Corporate Trust Clearing
Account
No. 3970771416 for further credit to 53144701,
MSM
2007-7AX
Ref:
MSM 2007-7AX
3.
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Fiduciary
Capacity. It is expressly understood and agreed by the
parties hereto that (i) this Confirmation is executed and delivered
by
Xxxxx Fargo Bank, National Association, not in its individual capacity
but
solely as Securities Administrator on behalf of the Trustee under
the PSA
in the exercise of the powers and authority conferred to and vested
in it
thereunder, (ii) each of the representations, undertakings and agreements
herein made on behalf of the trust created under the PSA is made
and
intended not as personal representation, undertaking or agreement
of the
Securities Administrator, but is made and intended for the purpose
of
binding only such trust and (iii) under no circumstances shall Xxxxx
Fargo
Bank, National
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3
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Association
in its individual capacity 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.
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4
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,
XXXXXX
XXXXXXX CAPITAL SERVICES INC.
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By:
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/s/ Xxxxxxx Xxx | |
Name: Xxxxxxx Xxx | |||
Title: Vice President | |||
Party
B,
acting through its duly authorized signatory, xxxxxx agrees to, accepts and
confirms the terms of the foregoing as of the Trade Date.
XXXXX
FARGO
BANK, NATIONAL ASSOCIATION,
acting not in its individual
capacity but solely as
Securities Administrator on
behalf of XXXXXX
XXXXXXX MORTGAGE LOAN TRUST
2007-7AX
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By:
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/s/ Xxxxx X. Xxxxxx | |
Name: Xxxxx X. Xxxxxx | |||
Title: Vice President | |||
5
SCHEDULE
I
Swap
Agreement Schedule
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Distribution
Dates
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Notional
Balance
($)
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Multiplier
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May
25, 2007
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0.00
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N/A
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June
25, 2007
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0.00
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N/A
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July
25, 2007
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0.00
|
N/A
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August
25, 2007
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0.00
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N/A
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September
25, 2007
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0.00
|
N/A
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October
25, 2007
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0.00
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N/A
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November
25, 2007
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0.00
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N/A
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December
25, 2007
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0.00
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N/A
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January
25, 2008
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0.00
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N/A
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February
25, 2008
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0.00
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N/A
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March
25, 2008
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0.00
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N/A
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April
25, 2008
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78,909,708.23
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10.00
|
May
25, 2008
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76,440,989.52
|
10.00
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June
25, 2008
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74,126,721.25
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10.00
|
July
25, 2008
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71,880,374.81
|
10.00
|
August
25, 2008
|
69,699,957.62
|
10.00
|
September
25, 2008
|
67,556,043.85
|
10.00
|
October
25, 2008
|
65,452,232.71
|
10.00
|
November
25, 2008
|
63,392,930.77
|
10.00
|
December
25, 2008
|
61,461,614.93
|
10.00
|
January
25, 2009
|
59,426,998.83
|
10.00
|
February
25, 2009
|
55,079,821.47
|
10.00
|
March
25, 2009
|
52,019,644.64
|
10.00
|
April
25, 2009
|
50,403,241.05
|
10.00
|
May
25, 2009
|
48,853,626.51
|
10.00
|
June
25, 2009
|
47,349,490.63
|
10.00
|
July
25, 2009
|
45,813,777.10
|
10.00
|
August
25, 2009
|
44,398,852.73
|
10.00
|
September
25, 2009
|
43,025,455.82
|
10.00
|
October
25, 2009
|
41,692,368.07
|
10.00
|
November
25, 2009
|
40,371,759.28
|
10.00
|
December
25, 2009
|
38,916,782.78
|
10.00
|
January
25, 2010
|
35,323,690.67
|
10.00
|
February
25, 2010
|
33,431,513.86
|
10.00
|
March
25, 2010
|
31,970,780.49
|
10.00
|
April
25, 2010
|
30,890,054.49
|
10.00
|
May
25, 2010
|
29,913,450.61
|
10.00
|
June
25, 2010
|
29,762,081.57
|
10.00
|
July
25, 2010
|
28,884,589.57
|
10.00
|
August
25, 2010
|
28,026,865.87
|
10.00
|
September
25, 2010
|
27,203,879.32
|
10.00
|
October
25, 2010
|
26,384,600.90
|
10.00
|
November
25, 2010
|
25,605,839.02
|
10.00
|
December
25, 2010
|
24,850,087.80
|
10.00
|
January
25, 2011
|
24,120,361.24
|
10.00
|
February
25, 2011
|
23,412,051.81
|
10.00
|
March
25, 2011
|
22,724,530.95
|
10.00
|
April
25, 2011
|
22,012,582.49
|
10.00
|
May
25, 2011
|
21,366,135.84
|
10.00
|
June
25, 2011
|
20,730,543.41
|
10.00
|
July
25, 2011
|
20,069,549.85
|
10.00
|
August
25, 2011
|
19,480,141.34
|
10.00
|
September
25, 2011
|
18,892,307.02
|
10.00
|
October
25, 2011
|
18,264,810.96
|
10.00
|
November
25, 2011
|
17,265,930.22
|
10.00
|
December
25, 2011
|
16,477,515.58
|
10.00
|
January
25, 2012
|
12,608,824.40
|
10.00
|
February
25, 2012
|
346,920.89
|
10.00
|
March
25, 2012
and
thereafter
|
0.00
|
N/A
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I-1