MORGAN STANLEY CAPITAL I INC.
as Purchaser
and
MORGAN STANLEY MORTGAGE CAPITAL INC.
as Seller
MORTGAGE LOAN PURCHASE AGREEMENT
Dated as of July 1, 2006
Fixed Rate Mortgage Loans
Morgan Stanley Mortgage Loan Trust 2006-10SL,
Mortgage Pass-Through Certificates, Series 2006-10SL
Table of Contents
Page
|
ARTICLE I. DEFINITIONS |
|
|
Section 1.01. |
Definitions |
1 |
|
ARTICLE II. SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE |
|
|
Section 2.01. |
Sale and Assignment of Mortgage Loans. |
1 |
|
Section 2.02. |
Recognition of Trustee |
2 |
|
Section 2.03. |
Obligations of Seller Upon Sale |
2 |
|
Section 2.04. |
Payment of Purchase Price for the Mortgage Loans |
4 |
|
ARTICLE III. REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH |
|
|
Section 3.01. |
Seller Representations and Warranties Relating to the Mortgage Loans |
4 |
|
Section 3.02. |
Seller Representations and Warranties |
10 |
|
ARTICLE IV. SELLERS COVENANTS |
|
|
Section 4.01. |
Covenants of the Seller |
12 |
|
ARTICLE V. INDEMNIFICATION WITH RESPECT TO THE SELLER INFORMATION |
|
|
Section 5.01. |
Indemnification |
13 |
|
ARTICLE VI. TERMINATION |
|
|
Section 6.01. |
Termination |
15 |
|
ARTICLE VII. MISCELLANEOUS PROVISIONS |
|
|
Section 7.01. |
Amendment |
16 |
|
Section 7.02. |
Governing Law |
16 |
|
Section 7.03. |
Notices |
16 |
|
Section 7.04. |
Severability of Provisions |
16 |
|
Section 7.05. |
Counterparts |
16 |
|
Section 7.06. |
Further Agreements |
17 |
|
Section 7.07. |
Intention of the Parties |
17 |
|
Section 7.08. |
Successors and Assigns: Assignment of Purchase Agreement |
17 |
|
Section 7.09. |
Survival |
18 |
| |
|
|
|
Schedule I - Mortgage Loan Schedule |
I-1 |
MORTGAGE LOAN PURCHASE AGREEMENT dated as of July 1, 2006 (the Agreement), between MORGAN STANLEY MORTGAGE CAPITAL INC. (the Seller or MSMCI) and MORGAN STANLEY CAPITAL I INC. (the Purchaser).
WITNESSETH:
WHEREAS, the Seller is the owner of either the notes or other evidence of indebtedness (the Mortgage Notes) or other evidence of ownership so indicated on Schedule I hereto referred to below, and the other documents or instruments constituting the Mortgage File (collectively, the Mortgage Loans); and
WHEREAS, the Seller, as of the date hereof, owns the mortgages (the Mortgages) on the properties (the Mortgaged Properties) securing such Mortgage Loans, including rights to (a) any property acquired by foreclosure or deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance policies covering the Mortgage Loans or the Mortgaged Properties or the obligors on the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage Loans to the Purchaser and the Purchaser purchase the Mortgage Loans from the Seller pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of a Trust Agreement dated as of July 1, 2006 (the Trust Agreement) between the Purchaser, as depositor, and LaSalle Bank National Association, as trustee (the Trustee), auction administrator and custodian, the Purchaser will convey the Mortgage Loans to Morgan Stanley Mortgage Loan Trust 2006-10SL (the Trust).
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. All capitalized terms used but not defined herein and below shall have the meanings assigned thereto in the Trust Agreement.
Seller Information: The information set forth in the Prospectus Supplement under the caption: Description of the Mortgage LoansLoan Purchasing Guidelines and Underwriting Standards, Loan Purchasing GuidelinesMorgan Stanley Mortgage Capital Inc.
ARTICLE II.
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale and Assignment of Mortgage Loans.
(a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Mortgage Loans and all rights and obligations related thereto as provided under the Agreement to the extent relating to the Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the First Assignment and Assumption), and the Seller hereby acknowledges the First Assignment and Assumption.
(b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Mortgage Loans and all rights and obligations related thereto, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the Second Assignment and Assumption), and the Seller hereby acknowledges the Second Assignment and Assumption.
(c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Mortgage Loans since the date of MSMCIs acquisition of the Mortgage Loans.
Section 2.02. Recognition of Trustee
(a) From and after the date hereof, both MSMCI and the Depositor shall note the transfer of the Mortgage Loans to the Trustee, in their respective books and records and shall recognize the Trustee, on behalf of the Trust, as of the date hereof, as the owner of the Mortgage Loans, and Servicer shall service the Mortgage Loans for the benefit of the Trust pursuant to the Agreement, the terms of which are incorporated herein by reference. It is the intention of the Servicer, the Depositor, the Trustee and MSMCI that this Assignment shall be binding upon and inure to the benefit of the Depositor, the Trustee and MSMCI and their respective successors and assigns.
(b) Without in any way limiting the foregoing, the parties confirm that this Assignment includes the rights relating to amendments or waivers under the Agreement. Accordingly, the right of MSMCI to consent to any amendment of the Agreement and its rights concerning waivers as set forth in Section 12.02 of the Agreement shall be exercisable, to the extent any such amendment or waiver affects the Mortgage Loans or any of the rights under the Agreement with respect thereto by the Trustee as assignee of MSMCI.
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