Mortgage Loan Purchase Agreement (2007)Full Document 

Start of Preview
                         MORGAN STANLEY CAPITAL I INC.

                                 as Purchaser



                                      and



                     MORGAN STANLEY MORTGAGE CAPITAL INC.

                                   as Seller



                       MORTGAGE LOAN PURCHASE AGREEMENT

                         Dated as of December 1, 2006




                           Fixed Rate Mortgage Loans


                 Morgan Stanley Mortgage Loan Trust 2006-17XS,
             Mortgage Pass-Through Certificates, Series 2006-17XS





                               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.                    2

      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                    11

ARTICLE IV.  SELLER'S COVENANTS

      Section 4.01. Covenants of the Seller                                  13

ARTICLE V.  INDEMNIFICATION WITH RESPECT TO THE SELLER INFORMATION

      Section 5.01. Indemnification                                          13

ARTICLE VI.  TERMINATION

      Section 6.01. Termination                                              16

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                               17

      Section 7.05. Counterparts                                             17

      Section 7.06. Further Agreements                                       17

      Section 7.07. Intention of the Parties                                 17

      Section 7.08. Successors and Assigns: Assignment of Purchase
                    Agreement                                                18

      Section 7.09. Survival                                                 18


Schedule I - Mortgage Loan Schedule I-1


                                      i


                                                                EXECUTION COPY


            MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December 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 Pooling and Servicing
Agreement dated as of December 1, 2006 (the "Pooling and Servicing Agreement")
among the Purchaser, as depositor, Wells Fargo Bank, National Association, as
master servicer and securities administrator, and LaSalle Bank National
Association, as trustee (the "Trustee"), the Purchaser will convey the
Mortgage Loans to Morgan Stanley Mortgage Loan Trust 2006-17XS (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 Pooling and
Servicing Agreement.

            "Seller   Information":   The   information   set   forth  in  the
Prospectus  Supplement  or the Free  Writing  Prospectus  under  the  caption:
"Description   of  the   Mortgage   Loans--Loan   Purchasing   Guidelines   and
Underwriting Standards",  "--Loan Purchasing Guidelines--Morgan 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 MSMCI's
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

End of Preview