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:...

Exhibit 99.5

Execution Copy

Date: February 28, 2007
To: Xxxxxx Xxxxxxx Mortgage Loan Trust 2007-5AX	From: Xxxxxx Xxxxxxx Capital Services Inc.
Attn:      Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, XX 00000 Attention: Client Manager, MSM 0000-0XX	Contact: Xxxxxx Xxxxx
Fax: (000) 000-0000	Fax: (000) 000-0000
Tel: (000) 000-0000	Tel: (000) 000-0000
REFERENCE NUMBER: AACGP

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 2007-5AX (“Party B”) pursuant to the Pooling and Servicing Agreement (the “PSA”), dated as of February 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 February 28, 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:

Notional Amount:

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 LIBOR Certificates immediately prior to the related Distribution Date (as such terms are defined in the PSA).

Trade Date:

February 23, 2007

Effective Date:

February 28, 2007

Termination Date:

December 25, 2011, subject to adjustment in accordance with the Business Day Convention.

Fixed Amounts:

Fixed Rate Payer:

Party B

1

Fixed Rate Payer Payment Dates:

The 25th calendar day of each month during the Term of this Transaction, commencing February 25, 2008 and ending on the Termination Date, subject to adjustment in accordance with the Business Day Convention

Fixed Rate Payer Period End Dates:

The 25th calendar day of each month during the Term of this Transaction, commencing February 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 January 25, 2008 to but excluding February 25, 2008 and that the final Calculation Period will accrue from and including November 25, 2011 to but excluding the Termination Date.

Fixed Rate:

4.96% per annum

Fixed Amount:

To be determined in accordance with the following formula:

Fixed Rate * Notional Amount * Fixed Rate Day Count Fraction.

Fixed Rate Day Count Fraction:

30/360

Floating Amounts:

Floating Rate Payer:

Party A

Floating Rate Payer Payment Dates:

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.

Floating Rate Payer Period End Dates:

The 25th calendar day of each month during the Term of this Transaction, commencing February 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 January 25, 2008 to but excluding February 25, 2008 and that the final Calculation Period will accrue from and including November 25, 2011 to but excluding the Termination Date.

Floating Rate Option:

USD-LIBOR-BBA

Floating Amount:

To be determined in accordance with the following formula:

2

Floating Rate * Notional Amount *Floating Rate Day Count Fraction.

Designated Maturity:

One month

Floating Rate Day Count Fraction:

Actual/360

Reset Dates:

The first day of each Calculation Period.

Compounding:

Inapplicable

Business Days:

New York

Business Day Convention:

Following

Calculation Agent

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.

Amendment to Section 2(c) of the Agreement:

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.

2.   Account Details and Settlement Information:

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. 0000000000 for further credit to 50989701,

MSM 2007-5AX

Ref: MSM 2007-5AX

3.   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 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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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.

By: /s/ Xxxxx X. Xxxxx

Name: Xxxxx X. Xxxxx

Title: Vice President

Party B, acting through its duly authorized signatory, hereby 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 2007-5AX

By: /s/ Xxxxxxxx Xxxxx

Name: Xxxxxxxx Xxxxx

Title: Vice President

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SCHEDULE I  

Swap Agreement Schedule
Distribution Dates		Notional Balance ($)		Multiplier
March 25, 2007		0.00		N/A
April 25, 2007		0.00		N/A
May 25, 2007		0.00		N/A
June 25, 2007		0.00		N/A
July 25, 2007		0.00		N/A
August 25, 2007		0.00		N/A
September 25, 2007		0.00		N/A
October 25, 2007		0.00		N/A
November 25, 2007		0.00		N/A
December 25, 2007		0.00		N/A
January 25, 2008		0.00		N/A
February 25, 2008		40,831,660.56		10.00
March 25, 2008		39,620,433.37		10.00
April 25, 2008		38,444,744.68		10.00
May 25, 2008		37,303,552.14		10.00
June 25, 2008		36,181,178.30		10.00
July 25, 2008		35,106,401.94		10.00
August 25, 2008		34,063,162.00		10.00
September 25, 2008		33,026,482.03		10.00
October 25, 2008		32,044,271.43		10.00
November 25, 2008		31,060,958.58		10.00
December 25, 2008		28,050,431.70		10.00
January 25, 2009		27,168,875.26		10.00
February 25, 2009		26,358,734.35		10.00
March 25, 2009		25,572,363.44		10.00
April 25, 2009		24,809,065.37		10.00
May 25, 2009		24,068,163.43		10.00
June 25, 2009		23,349,000.73		10.00
July 25, 2009		22,650,939.67		10.00
August 25, 2009		21,973,361.32		10.00
September 25, 2009		21,315,664.91		10.00
October 25, 2009		20,460,642.28		10.00
November 25, 2009		18,615,685.04		10.00
December 25, 2009		16,570,315.86		10.00
January 25, 2010		16,022,968.82		10.00
February 25, 2010		15,525,895.47		10.00
March 25, 2010		15,057,539.19		10.00
April 25, 2010		14,747,175.69		10.00
May 25, 2010		14,314,272.95		10.00
June 25, 2010		13,894,071.82		10.00
July 25, 2010		13,486,199.51		10.00
August 25, 2010		13,090,294.68		10.00
September 25, 2010		12,706,006.33		10.00
October 25, 2010		12,332,993.78		10.00
November 25, 2010		11,970,926.29		10.00
December 25, 2010		11,619,482.83		10.00
January 25, 2011		11,278,351.80		10.00
February 25, 2011		10,947,230.71		10.00
March 25, 2011		10,625,825.97		10.00
April 25, 2011		10,312,899.81		10.00
May 25, 2011		10,004,224.15		10.00
June 25, 2011		9,704,606.56		10.00
July 25, 2011		9,413,781.32		10.00
August 25, 2011		8,995,944.86		10.00
September 25, 2011		8,721,237.21		10.00
October 25, 2011		8,145,789.20		10.00
November 25, 2011		5,978,058.36		10.00
December 25, 2011		63,043.67		10.00
January 25, 2012 and thereafter		0.00		N/A

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