ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.16(a)



EXECUTION COPY

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
February 1, 2006, (this "Agreement") among Morgan Stanley Mortgage Capital
Inc. ("Assignor"), Morgan Stanley Capital I Inc. ("Assignee") and Wells Fargo
Bank, N.A. (in such capacity, the "Company") and acknowledged by LaSalle Bank
National Association ("LaSalle"), as trustee (the "Trustee") of Morgan Stanley
Mortgage Loan Trust 2006-3AR (the "Trust"), and Wells Fargo Bank, National
Association, as master servicer (or any successor master servicer, the "Master
Servicer"):

For and in consideration of the sum of TEN DOLLARS ($10.00) and
other valuable consideration the receipt and sufficiency of which hereby are
acknowledged, and of the mutual covenants herein contained, the parties hereto
hereby agree as follows:

Assignment and Conveyance
-------------------------

1. The Assignor hereby conveys, sells, grants, transfers and assigns to
the Assignee all of the right, title and interest of the Assignor, as
purchaser, in, to and under (a) those certain mortgage loans listed on the
schedule (the "Mortgage Loan Schedule") attached hereto as Exhibit I (the
"Mortgage Loans"); (b) those certain Seller's Warranties and Servicing
Agreements, dated as of March 1, 2005, May 1, 2005, July 1, 2005, August 1,
2005, September 1, 2005, November 1, 2005 between the Assignor, as purchaser
(the "Purchaser"), and the Company, as seller and servicer, solely insofar as
the Purchase Agreement relate to the Mortgage Loans. In connection with the
transfer of the Mortgage Loans hereunder, the Company agrees that, from and
after the date hereof, each Mortgage Loan transferred hereunder will be
subject to, and serviced under, the Seller's Warranties and Servicing
Agreement dated as of December 1, 2005 between the Assignor, as purchaser and
the Company, as seller and servicer (the "Purchase Agreement").

The Assignor specifically reserves and does not assign to the
Assignee hereunder any and all right, title and interest in, to and under and
any obligations of the Assignor with respect to any mortgage loans subject to
the Purchase Agreement which are not the Mortgage Loans set forth on the
Mortgage Loan Schedule and are not the subject of this Agreement.

Recognition of the Company
--------------------------

2. From and after February 28, 2006 (the "Closing Date"), the Company
shall and does hereby recognize that the Assignor will transfer the Mortgage
Loans and assign its rights and obligations under the Purchase Agreement
(solely to the extent set forth herein) to the Assignee and that the Assignee
will thereafter on the Closing Date transfer the Mortgage Loans and assign its
rights and obligations under the Purchase Agreement and this Agreement to the
Trust created pursuant to the Pooling and Servicing Agreement, dated as of
February 1, 2006 (the "Pooling Agreement"), among the Assignee, the Trustee,
the Master Servicer and Wells Fargo Bank, National Association, as securities
administrator. The Company hereby acknowledges and agrees that from and after
the Closing Date (i) the Trust will be the owner of the Mortgage Loans, (ii)
the Company shall look solely to the Trust for performance of any obligations
of the Assignor insofar as they relate to the enforcement of the
representations, warranties and covenants with respect to the Mortgage Loans,
(iii) the Trust (including the Trustee and, with respect to the servicing of
the Mortgage Loans, the Master Servicer acting on the Trust's behalf) shall
have all the rights and remedies available to the Assignor, insofar as they
relate to the Mortgage Loans, under the Purchase Agreement, including, without
limitation, the enforcement of the document delivery requirements set forth in
Section 2.03 of the Purchase Agreement, and shall be entitled to

<PAGE>

enforce all of the obligations of the Company thereunder insofar as they
relate to the Mortgage Loans, and (iv) all references to the Purchaser
(insofar as they relate to the rights, title and interest and, with respect to
obligations of the Purchaser, only insofar as they relate to the enforcement
of the representations, warranties and covenants of the Company) under the
Purchase Agreement insofar as they relate to the Mortgage Loans, shall be
deemed to refer to the Trust. Neither the Company nor the Assignor shall amend
or agree to amend, modify, waiver, or otherwise alter any of the terms or
provisions of the Purchase Agreement, except as set forth herein, which
amendment, modification, waiver or other alteration would in any way affect
the Mortgage Loans or the Company's performance under the Purchase Agreement
with respect to the Mortgage Loans without the prior written consent of the
Master Servicer.

3. Notwithstanding any statement to the contrary in Section 2 above, the
Company shall and does hereby acknowledge that the indemnification provisions
set forth in the sixth paragraph of Section 3.03, Section 8.01 and Section
9.01(g) of the Purchase Agreement shall be available to and for the benefit of
the Assignor, the Assignee and the Trust (including the Trustee and the Master
Servicer acting on the Trust's behalf), as provided in the Purchase Agreement.

4. Representations and Warranties
------------------------------

a. The Assignee represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith
upon any statements or representations of the Assignor or the Company
other than those contained in the Purchase Agreement or this Agreement.

b. Each of the parties hereto represents and warrants that it is
duly and legally authorized to enter into this Agreement.

c. Each of the Assignor, Assignee and Company hereto represents and
warrants that this Agreement has been duly authorized, executed and
delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general equitable
principles (regardless of whether such enforcement is considered in a
proceeding in equity or at law).

d. The Company hereby restates, as of the Closing Date, the
representations and warranties set forth in Section 3.01 of the Purchase
Agreement to and for the benefit of the Assignee and the Trust, and by
this reference incorporates such representations and warranties herein,
as of such Closing Date.

5. The Company hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the Mortgage Loans
pursuant to the Pooling Agreement and, therefore, has the right to enforce all
obligations of the Company under the Purchase Agreement. Such rights will
include, without limitation, the right to terminate the Company under the
Purchase Agreement upon the occurrence of an event of default thereunder, the
right to receive all remittances required to be made by the Company under the
Purchase Agreement, the right to receive all monthly reports and other data
required to be delivered by the Company under the Purchase Agreement, the
right to examine the books and records of the Company, indemnification rights
and the right to exercise certain rights of consent and approval


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<PAGE>

relating to actions taken by the Assignor. The Company shall make all
distributions under the Purchase Agreement to the Master Servicer by wire
transfer of immediately available funds to:

Wells Fargo Bank, National Association
ABA Number: 121-000-248
Account Name: Corporate Trust Clearing
Account number: 3970771416
For further credit to: 50896100, MSM 2006-3AR

The Company shall deliver all reports required to be delivered under this
Agreement to the Master Servicer at the following address:

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, MSM 2006-3AR
Office Number: (410) 884-2000
Telecopier: (410) 715-2380

6. It is expressly understood and agreed by the parties hereto that (i)
this Agreement is executed and delivered by LaSalle, not individually or
personally but solely on behalf of the Trust, as the assignee, in the exercise
of the powers and authority conferred and vested in it, as Trustee, pursuant
to the Pooling Agreement, (ii) each of the representations, undertakings and
agreements herein made on the part of Assignee is made and intended not as
personal representations, undertakings and agreements by LaSalle but is made
and intended for the purpose of binding only the Trust, (iii) nothing herein
contained shall be construed as creating any liability for LaSalle,
individually or personally, to perform any covenant (either express or
implied) contained herein, (iv) under no circumstances shall LaSalle be
personally liable for the payment of any indebtedness or expenses of the
Trust, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this Agreement and (v) all recourse for any payment liability or other
obligation of the assignee shall be had solely to the assets of the Trust.

Amendments to the Purchase Agreement
------------------------------------

7. The parties to this Agreement hereby agree to amend the Purchase
Agreement as follows solely with respect to the Mortgage Loans:

(a) "Permitted Investments" shall have the meaning of such term as
defined in the Pooling Agreement.

(b) Section 3.01(i) (Selection Process), Section 3.01(k) (Sale Treatment)
and Section 3.01(m) (No Broker's Fees) of the Purchase Agreement shall be
inapplicable.

(c) Section 4.05(vii) of the Purchase Agreement is hereby amended to add
the term "Monthly Advances," prior to the term "Servicing Advances."

(d) The third paragraph of Section 4.16 of the Purchase Agreement is
hereby amended and restated in its entirety as follows:


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<PAGE>

"The Company shall use its best efforts to dispose of the REO Property as
soon as possible and shall sell such REO Property in any event within one
year after title has been taken to such REO Property, unless (i) a REMIC
election has not been made with respect to the arrangement under which
the Mortgage Loans and the REO Property are held, and (ii) the Company
determines that a longer period is necessary for the orderly liquidation
of such REO Property. If a period longer than one year is permitted under
the foregoing sentence and is necessary to sell any REO Property, (i) the
Company shall report monthly to the Purchaser as to the progress being
made in selling such REO Property and (ii) if a purchase money mortgage
is taken in connection with such sale, such purchase money mortgage shall
name the Company as mortgagee, and such purchase money mortgage shall not
be held pursuant to this Agreement."

(e) The words "on or before the Remittance Date" are hereby deleted from
the first sentence of Section 4.17 of the Purchase Agreement.

(f) The second sentence of the second paragraph of Section 5.01 of the
Purchase Agreement is hereby amended and restated in its entirety as follows:

"Such interest shall be deposited in the Custodial Account by the Company
on the date such late payment is made and shall cover the period
commencing with the day following the Business Day on which such payment
was due and ending with the Business Day on which such payment is made,
both inclusive."

(g) The first paragraph of Section 5.02 of the Purchase Agreement is
hereby amended and restated in its entirety as follows:

"Not later than the Remittance Report Date, the Company shall furnish to
the Purchaser in an electronic form the information required by the
reports attached hereto as Exhibit II, or a form otherwise mutually
agreed to by the Company and Purchaser, with a trial balance report
attached thereto, as to the remittance period ending on the last day of
the preceding month."

(h) Section 6.04 of the Purchase Agreement is hereby modified as follows:

(1) delete paragraph (i) in its entirety;

(2) delete "(ii)"; and

(3) the phrases "Purchaser and any Depositor" and "Purchaser and
such Depositor" are hereby deleted and replaced with "Purchaser
or Master Servicer" and "Purchaser or such Master Servicer",
respectively.

(i) Section 6.05 is hereby deleted in its entirety.

(j) Section 6.06 of the Purchase Agreement is hereby modified as follows:

(1) the phrases "Purchaser and any Depositor" and "Purchaser and
such Depositor" are hereby deleted and replaced with "Purchaser or
Master Servicer" and "Purchaser or such Master Servicer",
respectively;


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<PAGE>

(2) Section 6.06(i) is hereby amended by inserting at the end of
such subsection "(or those Servicing Criteria otherwise mutually
agreed to by the Purchaser, the Company and any Person that will be
responsible for signing any Sarbanes Certification with respect to a
Securitization Transaction in response to evolving interpretations
of Regulation AB)"; and

(k) the first word in Section 6.06(iv) is deleted and replaced in its
entirety with "deliver, and cause each Subservicer and Subcontractor described
in clause (iii) above to deliver,"

(l) The following parenthetical is inserted directly before the proviso
in the last sentence of the first paragraph of Section 6.07(i) of the Purchase
Agreement:

"(and if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer reasonably
acceptable to the Master Servicer for such Securitization Transaction)"

(m) Section 6.10 is hereby deleted in its entirety.

(n) Section 9.01(e) is hereby deleted in its entirety.

(o) Section 9.01(f)(iv) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

"For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Company shall (or shall cause each Subservicer and Third-Party Originator
to) (1) provide prompt notice to the Purchaser, any Master Servicer and
any Depositor in writing of (A) any material litigation or governmental
proceedings pending against the Company, any Subservicer or any
Third-Party Originator, (B) any affiliations or relationships that
develop following the closing date of a Securitization Transaction
between the Company, any Subservicer or any Third-Party Originator and
any of the parties specified in Section 9.01(f)(i)(D) (and any other
parties identified in writing by the requesting party) with respect to
such Securitization Transaction, (C) any Event of Default under the terms
of this Agreement or any Reconstitution Agreement, (D) any merger,
consolidation or sale of substantially all of the assets of the Company,
and (E) the Company's entry into an agreement with a Subservicer to
perform or assist in the performance of any of the Company's obligations
under this Agreement or any Reconstitution Agreement and (2) provide to
the Purchaser and any Depositor a description of such proceedings,
affiliations or relationships."

(p) Sections 9.01(f)(vi) of the Purchase Agreement is hereby renumbered
as 9.01(f)(viii), and the following new Section 9.01(f)(vi) is hereby inserted
as follows:

"(vi) In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not
later than ten (10) calendar days prior to the deadline for the filing of
any distribution report on Form 10-D in respect of any Securitization
Transaction that includes any of the Mortgage Loans serviced by the
Company or any Subservicer, the Company or such Subservicer, as
applicable, shall, to the extent the Company or such Subservicer has
knowledge, provide to the party responsible for filing such report
(including, if applicable, the Master Servicer) notice of the occurrence
of any of the following events along with all


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<PAGE>

information, data, and materials related thereto as may be required to be
included in the related distribution report on Form 10-D (as specified in
the provisions of Regulation AB referenced below):

(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB);

(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of Regulation
AB); and

(iii) information regarding new asset-backed securities
issuances backed by the same pool assets, any pool asset changes
(such as, additions, substitutions or repurchases), and any material
changes in origination, underwriting or other criteria for
acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB)."

(q) Section 9.01(f)(vii) of the Purchase Agreement is hereby deleted in
its entirety and replaced with the following new Section 9.01(f)(vii) as
follows:

"(vii) The Company shall provide to the Purchaser, any Master Servicer
and any Depositor, evidence of the authorization of the person signing
any certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial information
and reports, and such other information related to the Company or any
Subservicer or the Company or such Subservicer's performance hereunder."

(r) Section 9.01(g) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

"(g) The Company shall indemnify the Purchaser, each affiliate of the
Purchaser, and each of the following parties participating in a
Securitization Transaction: each sponsor and issuing entity; each Person
responsible for the preparation, execution or filing of any report
required to be filed with the Commission with respect to such
Securitization Transaction, or for execution of a certification pursuant
to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
to such Securitization Transaction; each broker dealer acting as
underwriter, placement agent or initial purchaser, each Person who
controls any of such parties or the Depositor (within the meaning of
Section 15 of the Securities Act and Section 20 of the Exchange Act); and
the respective present and former directors, officers, employees and
agents of each of the foregoing and of the Depositor (each, an
"Indemnified Party"), and shall hold each of them harmless from and
against any losses, damages, penalties, fines, forfeitures, legal fees
and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon:

(i) (A) any untrue statement of a material fact contained or
alleged to be contained in any information, report, certification,
accountants' letter or other material provided under Sections 4.25,
6.04, 6.06, and 9.01(f) by or on behalf of the Company, or provided
under Sections 4.25, 6.04, 6.06 and 9.01(f) by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator (collectively,
the "Company Information"), or (B) the omission or


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<PAGE>

alleged omission to state in the Company Information a material fact
required to be stated in the Company Information or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
by way of clarification, that clause (B) of this paragraph shall be
construed solely by reference to the Company Information and not to
any other information communicated in connection with a sale or
purchase of securities, without regard to whether the Company
Information or any portion thereof is presented together with or
separately from such other information;

(ii) any breach by the Company of its obligations under, or any
failure by the Company, any Subservicer, any Subcontractor or any
Third-Party Originator to deliver any information, report,
certification, accountants' letter or other material when and as
required under, Sections 4.25, 6.04, 6.06 and 9.01(f), including any
failure by the Company to identify any Subcontractor "participating
in the servicing function" within the meaning of Item 1122 of
Regulation AB; or

(iii) any breach by the Company of a representation or warranty
set forth in Section 9.01(f)(vi)(A) or in a writing furnished
pursuant to Section 9.01(f)(vi)(B) and made as of a date prior to
the closing date of the related Securitization Transaction, to the
extent that such breach is not cured by such closing date, or any
breach by the Company of a representation or warranty in a writing
furnished pursuant to Section 9.01(f)(vi)(B) to the extent made as
of a date subsequent to such closing date; or

(iv) the negligence bad faith or willful misconduct of the
Company in connection with its performance under this Article IX.

If the indemnification provided for herein is unavailable or insufficient
to hold harmless an Indemnified Party, then the Company agrees that it
shall contribute to the amount paid or payable by such Indemnified Party
as a result of any claims, losses, damages or liabilities incurred by
such Indemnified Party in such proportion as is appropriate to reflect
the relative fault of such Indemnified Party on the one hand and the
Company on the other.

In the case of any failure of performance described in sub-clause (ii) of
this Section 9.01(g), the Company shall promptly reimburse the Purchaser,
any Depositor, as applicable, and each Person responsible for the
preparation, execution or filing of any report required to be filed with
the Commission with respect to such Securitization Transaction, or for
execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization Transaction,
for all costs reasonably incurred by each such party in order to obtain
the information, report, certification, accountants' letter or other
material not delivered as required by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator.

This indemnification shall survive the termination of this Agreement or
the termination of any party to this Agreement."

(s) The following paragraph is hereby incorporated into the Purchase
Agreement as new Section 13:


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<PAGE>

"Third Party Beneficiary. For purposes of this Agreement, including
but not limited to Subsections 6.04 and 6.06, any Master Servicer shall
be considered a third party beneficiary to this Agreement entitled to all
the rights and benefits accruing to any Master Servicer herein as if it
were a direct party to this Agreement."

(t) Section 10.01(i) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

"any failure by the Company to remit to the Purchaser any payment
required to be made under the terms of this Agreement which continues
unremedied for a period of five (5) Business Days after the date upon
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Company by the Purchaser; or"

(u) Section 10.01(ii) of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

"failure by the Company duly to observe or perform in any material
respect any other of the covenants or agreements on the part of the
Company set forth in this Agreement (other than as set forth in Section
6.07) which continues unremedied for a period of 90 days after the date
on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Company by the Purchaser or by the
Custodian; or"

(v) The word "or" added to the end of Section 10.01(ix) of the Purchase
Agreement and the following paragraph is hereby incorporated into the Purchase
Agreement as new Section 10.01(x):

"(x) failure by the Servicer to duly perform, within the required time
period, its obligations under Sections 6.04 or 6.06 which failure
continues unremedied for a period of fourteen (14) calendar days after
the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Servicer by any party to this
Agreement or by any master servicer responsible for master servicing the
Mortgage Loans pursuant to a securitization of such Mortgage Loans."

(w) Exhibit J to the Purchase Agreement is hereby replaced in its
entirety with Exhibit A-1 to this Agreement.

Miscellaneous
-------------

8. Any notices or other communications permitted or required under the
Agreement to be made to the Assignor, Assignee, the Master Servicer, the
Company, and the Trustee shall be made in accordance with the terms of the
Agreement and shall be sent to the Depositor and Trustee as follows:

In the case of the Depositor:

Morgan Stanley Capital I Inc.


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<PAGE>

1585 Broadway
New York, New York 10036
Attention: Morgan Stanley Mortgage Loan Trust 2006-3AR

In the case of the Trustee:

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-3AR

In the case of the Company:

Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: John B. Brown, MAC X2401-042

Wells Fargo Bank, N.A.
7430 New Technology Way
Frederick, Maryland 21703
Attention: Structured Finance, MAC X3906-012

With a copy to:

Wells Fargo Bank, N.A.
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: General Counsel, MAC X2401-06T

9. This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles
(except Section 5-1401 of the General Obligations Law), and the
obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.

10. No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the
party against whom such waiver or modification is sought to be
enforced.

11. This Agreement shall inure to the benefit of (i) the successors and
assigns of the parties hereto and (ii) the Trust (including the
Trustee and the Master Servicer acting on the Trust's behalf). Any
entity into which Assignor, Assignee or Company may be merged or
consolidated shall, without the requirement for any further writing,
be deemed Assignor, Assignee or Company, respectively, hereunder.

12. Each of this Agreement and the Purchase Agreement shall survive the
conveyance of the Mortgage Loans and the assignment of the Purchase
Agreement (solely with respect to the Mortgage Loans) by Assignor to
Assignee


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<PAGE>

and nothing contained herein shall supersede or amend the terms of
the Purchase Agreement.

13. This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original and
all such counterparts shall constitute one and the same instrument.

14. In the event that any provision of this Agreement conflicts with any
provision of the Purchase Agreement with respect to the Mortgage
Loans, the terms of this Agreement shall control.

15. Capitalized terms used in this Agreement (including the exhibits
hereto) but not defined in this Agreement shall have the meanings
given to such terms in the Purchase Agreement.

[SIGNATURE PAGE FOLLOWS]


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<PAGE>

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the date first above written.

MORGAN STANLEY MORTGAGE CAPITAL INC.,
as Assignor

By: /s/ Steven Shapiro
-----------------------------------
Name: Steven Shapiro
Title: Executive Director

MORGAN STANLEY CAPITAL I INC.,
as Assignee

By: /s/ Steven Shapiro
-----------------------------------
Name: Steven Shapiro
Title: Vice President

WELLS FARGO BANK, National Association,
as Company

By: /s/ Patrick Greene
-----------------------------------
Name: Patrick Greene
Title: Senior Vice President


Acknowledged and Agreed:
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer

By: /s/ Darron C. Woodus
----------------------------------
Name: Darron C. Woodus
Title: Assistant Vice President

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-3AR

By: /s/ Susan L. Feld
----------------------------------
Name: Susan L. Feld
Title: Assistant Vice President

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<PAGE>

EXHIBIT I

Mortgage Loan Schedule

[see Schedule A to Pooling and Servicing Agreement]


EXH. I-1
<PAGE>

EXHIBIT II

Exhibit IIA: Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
Column/Header Name Description Decimal Format Comment
--------------------------- ------------------------------------------------------------- ------------ ---------------------
<S> <C> <C> <C>
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This
may be different than the LOAN_NBR
--------------------------- ------------------------------------------------------------- ------------ ---------------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
CLIENT_NBR Servicer Client Number
--------------------------- ------------------------------------------------------------- ------------ ---------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer
to identify a group of loans in their system.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BORROWER_FIRST_NAME First Name of the Borrower.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BORROWER_LAST_NAME Last name of the borrower.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
PROP_ADDRESS Street Name and Number of Property
--------------------------- ------------------------------------------------------------- ------------ ---------------------
PROP_STATE The state where the property located.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
PROP_ZIP Zip code where the property is located.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the MM/DD/YYYY
servicer at the end of processing cycle, as
reported by Servicer.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy
filing.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved MM/DD/YYYY
by the courts
--------------------------- ------------------------------------------------------------- ------------ ---------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by MM/DD/YYYY
Dismissal, Discharged and/or a Motion For Relief Was
Granted.
--------------------------- ------------------------------------------------------------- ------------ ---------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation W