ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.12(a)


EXECUTION COPY



ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated March
1, 2006, ("Agreement") among Morgan Stanley Mortgage Capital Inc.
("Assignor"), Morgan Stanley Capital I Inc. ("Assignee") and HSBC Mortgage
Corporation (USA) as seller (in such capacity, the "Seller") and servicer (in
such capacity, the "Servicer", and together with the Seller, the "Company")
and acknowledged by LaSalle Bank National Association ("LaSalle"), as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-5AR (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. (a) 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") and (b) except as described below, all of its rights and
obligations under that certain Mortgage Loan Sale And Servicing Agreement (the
"Sale and Servicing Agreement"), dated as of August 1, 2005, between the
Assignor, as purchaser (the "Purchaser"), and the Company, as seller and
servicer, solely insofar as the Sale and Servicing Agreement relates to the
Mortgage Loans (the "First Assignment and Assumption").

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 (a) Subsection 7.04 of the
Sale and Servicing Agreement or (b) any mortgage loans subject to the Sale and
Servicing Agreement which are not the Mortgage Loans set forth on the Mortgage
Loan Schedule and are not the subject of this Agreement.

(b) On and of the date hereof, immediately after giving effect to
the First Assignment and Assumption, the Assignee hereby sells, assigns and
transfers to the Trustee, on behalf of the Trust, all of its right, title and
interest in the Specified Mortgage Loans and all rights and obligations
related thereto as provided under the Sale and Servicing Agreement to the
extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of
the Trust, hereby accepts such assignment from the Assignee (the "Second
Assignment and Assumption"), and the Company hereby acknowledges the Second
Assignment and Assumption.

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

2. The Company hereby acknowledges and agrees that from and after the
date hereof (i) the Trust under the Pooling and Servicing Agreement dated as
of March 1, 2006 (the "Pooling and Servicing Agreement") among the Assignor,
Wells Fargo Bank, National Association, as master servicer (the "Master
Servicer") and securities administrator and the Trustee, will be the owner of
the Mortgage Loans, (ii) notwithstanding anything stated to the contrary
herein, 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,
provided that it is understood and agreed that the Company shall look to
Assignor for performance of any obligations of the Assignor that have not

<PAGE>

been assigned to Assignee and its successors as set forth herein, (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 Sale and Servicing Agreement, including,
without limitation, the enforcement of the document delivery requirements set
forth in Section 6 of the Sale and Servicing Agreement, and shall be entitled
to 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
Sale and Servicing Agreement insofar as they relate to the Mortgage Loans,
shall be deemed to refer to the Trust (including the Trustee and the Master
Servicer acting on the Trust's behalf). 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 Sale and Servicing Agreement which amendment,
modification, waiver or other alteration would in any way affect the Mortgage
Loans or the Company's performance under the Sale and Servicing Agreement with
respect to the Mortgage Loans without the prior written consent of the Master
Servicer.

Representations and Warranties of the Company
---------------------------------------------

3. The Company warrants and represents to the Assignor, the Assignee
and the Trust as of the date hereof that:

a. The Company is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation;

b. The Company has full power and authority to execute, deliver
and perform its obligations under this Agreement and has full power and
authority to perform its obligations under the Sale and Servicing
Agreement. The execution by the Company of this Agreement is in the
ordinary course of the Company's business and will not conflict with, or
result in a breach of, any of the terms, conditions or provisions of the
Company's charter or bylaws or any legal restriction, or any material
agreement or instrument to which the Company is now a party or by which
it is bound, or result in the violation of any law, rule, regulation,
order, judgment or decree to which the Company or its property is
subject. The execution, delivery and performance by the Company of this
Agreement have been duly authorized by all necessary corporate action on
part of the Company. This Agreement has been duly executed and delivered
by the Company, and, upon the due authorization, execution and delivery
by the Assignor and the Assignee, will constitute the valid and legally
binding obligation of the Company, enforceable against the Company in
accordance with its terms except as enforceability may be limited by
bankruptcy, reorganization, insolvency, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights generally, and
by general principles of equity regardless of whether enforceability is
considered in a proceeding in equity or at law;

c. No consent, approval, order or authorization of, or
declaration, filing or registration with, any governmental entity is
required to be obtained or made by the Company in connection with the
execution, delivery or performance by the Company of this Agreement;

2
<PAGE>

d. There is no action, suit, proceeding or investigation pending
or threatened against the Company, before any court, administrative
agency or other tribunal, which would draw into question the validity of
this Agreement or the Sale and Servicing Agreement, or which, either in
any one instance or in the aggregate, would result in any material
adverse change in the ability of the Company to perform its obligations
under this Agreement or the Sale and Servicing Agreement, and the
Company is solvent.


4. The Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the Mortgage Loans
pursuant to the Pooling and Servicing Agreement and, therefore, has the right
to enforce all obligations of the Servicer under the Agreement. Such rights
will include, without limitation, the right to terminate the Servicer under
the Agreement upon the occurrence of an event of default thereunder, the right
to receive all remittances required to be made by the Servicer under the
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Servicer under the Agreement, the right to examine the
books and records of the Servicer, indemnification rights and the right to
exercise certain rights of consent and approval relating to actions taken by
MSMCI. The Servicer shall make all distributions under the 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: 50909000, MSM 2006-5AR

The Servicer shall deliver all reports required to be delivered to the
Purchaser under the 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 2006-5AR
Office Number: (410) 884-2000
Telecopier: (410) 715-2380


5. Pursuant to Section 14 of the Sale and Servicing Agreement, the
Company hereby represents and warrants, for the benefit of the Assignor, the
Assignee and the Trust, that the representations and warranties set forth in
Subsections 7.01 and 7.02 of the Sale and Servicing Agreement are true and
correct as of the date hereof as if such representations and warranties were
made on the date hereof unless otherwise specifically stated in such
representations and warranties.

6. Remedies for Breach of Representations and Warranties.
---------------------------------------------------------

a. The Company hereby acknowledges and agrees that the remedies
available to the Assignor, the Assignee and the Trust (including the
Trustee and the Master Servicer acting on the Trust's behalf) in
connection with any breach of the representations and warranties made by
the Company set forth in Sections 3 and 4 hereof


3
<PAGE>

shall be as set forth in Subsection 7.03 of the Sale and Servicing
Agreement as if they were set forth herein (including without limitation
the repurchase and indemnity obligations set forth therein).

b. 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 and Servicing
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 and (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.

7. Representations and Warranties of Other Parties
---------------------------------------------------------

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 Sale and Servicing Agreement or this
Agreement.

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

c. Each of the Assignor and Assignee 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).

8. Amendments to the Sale and Servicing Agreement
----------------------------------------------

The parties to this Agreement hereby agree to amend the Sale and
Servicing Agreement with respect to the Specified Mortgage Loans, as follows:

(a) "Business Day" shall have the meaning of such term as defined in the
Pooling and Servicing Agreement.

(b) "Eligible Investments" shall have the meaning of such term as
defined in the Pooling and Servicing Agreement.



4
<PAGE>

(c) The definition of "Remittance Date" in Section 1 is hereby amended
and restated in its entirety as follows:

"Remittance Date: The 18th day of each month (or, if such 18th day
is not a Business Day, the prior Business Day)."

(d) The second sentence of the definition of "Servicing Fee" in Section
1 is hereby amended and restated in its entirety as follows:

"Such fee shall be payable monthly, computed on the basis of the
same principal amount and period respecting which any related
interest payment on a Mortgage Loan is computed."

(e) The definition of "Servicing Fee Rate" in Section 1 is hereby
amended and restated in its entirety as follows:

"Servicing Fee Rate: The Servicing Fee rate for the Serviced Loans
shall be equal to 0.375% per annum , for any Serviced Loan with a
three-year interest-only term. For all other serviced loans, the
Servicing Fee is 0.250%."

(f) The first sentence of the second paragraph of Subsection 11.01 of
the Sale and Servicing Agreement is hereby amended and restated in its
entirety as follows:

"Consistent with the terms of this Agreement, the Servicer
may waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in
any manner grant indulgence to any Mortgagor; provided, however,
that (unless the Mortgagor is in default with respect to the
Mortgage Loan, or such default is, in the judgment of the
Servicer, imminent, and the Servicer has the consent of the
Purchaser) the Servicer shall not permit any modification with
respect to any Mortgage Loan which materially and adversely
affects the Mortgage Loan, including without limitation, any
modification that would defer or forgive the payment of any
principal or interest or any penalty or premium on the prepayment
of principal, change the outstanding principal amount (except for
actual payments of principal), make any future advances, extend
the final maturity date or change the Mortgage Interest Rate, as
the case may be, with respect to such Mortgage Loan."

(g) The last paragraph of Subsection 11.01 of the Sale and Servicing
Agreement is hereby deleted in its entirety.

(h) Subsection 11.11 of the Sale and Servicing Agreement is hereby
amended by adding the following at the end thereof:

Upon the request of the Master Servicer, or the Purchaser or its
designee, the Company shall cause to be delivered to such Master
Servicer, Purchaser or its designee a certificate of insurance for
such Fidelity Bond and Errors and Omissions Insurance Policy and a
statement from the surety and the insurer that such Fidelity Bond
and Errors and Omissions Insurance Policy shall in no event be
terminated or materially modified without 30 days' prior written
notice to such Master Servicer, Purchaser, or its designee.

(i) The fifth paragraph of Subsection 11.12 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as follows:



5
<PAGE>

"With respect to any REO Property, the deed or certificate
of sale shall be taken in the name of the Purchaser, or its
designee. The Trustee's name shall be placed on the title to such
REO Property solely as the Trustee hereunder and not in its
individual capacity. The Servicer shall ensure that the title to
such REO Property references the Agreement and the Purchaser's (or
its designee's) capacity thereunder. Pursuant to its efforts to
sell such REO Property, the Servicer shall either itself or
through an agent selected by the Servicer protect and conserve
such REO Property in the same manner and to such extent as is
customary in the locality where such REO Property is located and
may, incident to its conservation and protection of the interests
of the Purchaser, or its designee, rent the same, or any part
thereof, as the Servicer deems to be in the best interest of the
Purchaser, or its designee, for the period prior to the sale of
such REO Property. The Servicer shall prepare for and deliver to
the Purchaser, or its designee, a statement with respect to each
REO Property that has been rented showing the aggregate rental
income received and all expenses incurred in connection with the
maintenance of such REO Property at such times as is necessary to
enable the Purchaser, or its designee, to comply with the
reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited
in the Certificate Account no later than the close of business on
each Determination Date. The Servicer shall perform the tax
reporting and withholding required by Sections 1445 and 6050J of
the Code with respect to foreclosures and abandonments, the tax
reporting required by Section 6050H of the Code with respect to
the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to
the cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in
the form required, and delivering the same to the Purchaser, or
its designee, for filing.

In the event that the Purchaser, or its designee, acquires
any Mortgaged Property as aforesaid or otherwise in connection
with a default or imminent default on a Mortgage Loan, the
Servicer shall dispose of such Mortgaged Property as soon as
practicable in a manner that maximizes the Liquidation Proceeds
thereof, but in no event later than three years after its
acquisition by the Purchaser, or its designee, unless (x) the
Servicer obtains an extension of REMIC status from the Internal
Revenue Service or (y) the Purchaser, or its designee, shall have
been supplied with an Opinion of Counsel to the effect that the
holding by the Purchaser, or its designee, of such Mortgaged
Property subsequent to a three-year period, if applicable, will
not result in the imposition of taxes on "prohibited transactions"
of any REMIC as defined in section 860F of the Code or cause any
REMIC to fail to qualify as a REMIC at any time, the Purchaser, or
its designee, may continue to hold such Mortgaged Property
(subject to any conditions contained in such Opinion of Counsel)
after the expiration of such three-year period. Notwithstanding
any other provision of this Agreement, no Mortgaged Property
acquired by the Purchaser, or its designee, shall be rented (or
allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Purchaser, or its
designee, in such a manner or pursuant to any terms that would (i)
cause such Mortgaged Property to fail to qualify as "foreclosure
property" within the meaning of section 860G(a)(8) of the Code or
(ii) subject any REMIC to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless
the Servicer has agreed to indemnify


6
<PAGE>

and hold harmless the Purchaser, or its designee, with respect to
the imposition of any such taxes."

(j) The first sentence of Subsection 11.15 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as follows:

"Statements to the Master Servicer. Not later than the tenth
calendar day of each month (or, if such 10th day is not a Business
Day, the following Business Day) the Servicer shall furnish to the
Master Servicer in electronic format a statement providing loan
level accounting data for the period ending on the last Business
Day of the preceding month in the format mutually agreed to
between the Servicer and the Master Servicer. The information
required shall consist of that which is substantially in the form
of Exhibit II hereto or such other form as may be mutually agreed
upon by the Servicer and the Master Servicer, taking into
consideration the status of the subject loans and the availability
of the requested information.

(k) Subsections 11.19, 11.20 and 11.25 of the Sale and Servicing
Agreement are hereby deleted.

(l) Subsection 12.01(b) of the Sale and Servicing Agreement is hereby
amended and restated in its entirety as follows:

"failure by the Servicer to duly observe or perform, in any
material respect, any other covenants, obligations or agreements
of the Servicer as set forth in this Agreement which failure
continues unremedied for a period of sixty (60) days;

(m) The word "or" is deleted from the end of Subsection 12.01(d), the
word "or" is added at the end of Subsection 12.01(e) and the following
paragraph is hereby incorporated into the Sale and Servicing Agreement as new
Subsection 12.01(f):

"(f) failure by the Servicer to duly perform, within the required
time period, its obligations under Sections 2.04 and 2.05 of the
Regulation AB Addendum which failure continues unremedied 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;"

(n) The first sentence of Subsection 13.01 of the Sale and Servicing
Agreement is hereby amended and restated in its entirety as follows:

"Termination. The respective obligations and
responsibilities of the Servicer, as servicer, shall terminate
upon (a) the distribution to the Purchaser of the final payment or
liquidation with respect to the last Mortgage Loan (or advances of
same by the Servicer); or (b) the disposition of all property
acquired upon foreclosure or deed in lieu of foreclosure with
respect to the last Mortgage Loan and the remittance of all funds
due hereunder.

(o) Subsection 13.02 of the Sale and Servicing Agreement is hereby
amended and restated in its entirety as follows:

"[Reserved]."



7
<PAGE>

(p) The fourth paragraph of Section 14 of the Sale and Servicing
Agreement is hereby deleted in its entirety.

(q) The first sentence of Subsection 16.01 is hereby amended by adding
the words ", including any Master Servicer" after the words "employees and
agents" therein.

(r) The following paragraph is hereby incorporated into the Sale and
Servicing Agreement as new Section 36:

"Third Party Beneficiary. For purposes of this Agreement,
including but not limited the Regulation AB Addendum, 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."

(s) Exhibit 6 to the Sale and Servicing Agreement is hereby replaced in
its entirety with Exhibit II attached hereto.

(t) Exhibit 8 to the Sale and Servicing Agreement is hereby deleted in
its entirety.

(u) Subsections 11.19 and 11.20 to the Sale and Servicing Agreement are
hereby deleted in their entirety and replaced with Sections 2.04 and 2.05 of
the Regulation AB Addendum attached hereto.

(v) The terms and provisions contained in the Regulation AB Addendum
attached to this Agreement as Exhibit III are hereby incorporated into the
Sale and Servicing Agreement.


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

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

In the case of the Assignee:

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan Stanley Mortgage Loan Trust 2006-5AR

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 2006-5AR




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<PAGE>

In the case of the Company:

HSBC Mortgage Corporation (USA)
2929 Walden Ave
Depew, NY 14043
Attention: Lori A. Miller


10. This Agreement shall be construed in accordance with the laws of
the State of New York, without regard to conflicts of law
principles (except for 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.

11. 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.

12. This Agreement shall inure to the benefit of (i) the successors
and assigns of the parties hereto and (ii) the Trust (including
the Trustee 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.

13. Each of this Agreement and the Sale and Servicing Agreement shall
survive the conveyance of the Mortgage Loans and the assignment of
the Sale and Servicing Agreement (solely with respect to the
Mortgage Loans) by Assignor to Assignee and by Assignee to the
Trust and nothing contained herein shall supersede or amend the
terms of the Sale and Servicing Agreement.

14. 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.

15. In the event that any provision of this Agreement conflicts with
any provision of the Sale and Servicing Agreement with respect to
the Mortgage Loans, the terms of this Agreement shall control.

16. 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 Sale and Servicing Agreement.

17. The Assignee will hold information in confidence as set forth in
Section 32 of the Sale and Servicing Agreement, provided such
information may be disclosed to regulatory or administrative
authorities or attorneys, auditors or agents in the performance of
the Pooling and Servicing Agreement.



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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.


By: /s/ Steven Shapiro
--------------------------------
Name: Steven Shapiro
Title: ED

MORGAN STANLEY CAPITAL I INC.


By: /s/ Steven Shapiro
--------------------------------
Name: Steven Shapiro
Title: VP

HSBC MORTGAGE CORPORATION (USA)


By: /s/ Lori A. Miller
--------------------------------
Name: Lori A. Miller
Title: Assistant VP

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


By: /s/ Patricia Russo
---------------------------------
Name: Patricia Russo
Title: VP

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-5AR


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

<PAGE>

EXHIBIT I

Mortgage Loan Schedule

[see Schedule A to Pooling and Servicing Agreement]


<PAGE>

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 MM/DD/YYYY
the 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 MM/DD/YYYY
approved by the courts
------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. MM/DD/YYYY
Either by Dismissal, Discharged and/or a Motion For
Relief Was Granted.
------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The MM/DD/YYYY
Servicer
------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan
Such As;
------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To MM/DD/YYYY
End/Close
------------------------------------------------------------------------------------------------------------------------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer MM/DD/YYYY
with instructions to begin foreclosure proceedings.
------------------------------------------------------------------------------------------------------------------------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue MM/DD/YYYY
Foreclosure
------------------------------------------------------------------------------------------------------------------------------
FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a MM/DD/YYYY
Foreclosure Action
------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to MM/DD/YYYY
occur.
------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
FRCLSR_SALE_AMT The amount a property sold for at the foreclosure 2 No commas(,) or dollar signs
sale. ($)
------------------------------------------------------------------------------------------------------------------------------
EVICTION_START_DATE The date the servicer initiates eviction of the MM/DD/YYYY
borrower.
------------------------------------------------------------------------------------------------------------------------------
EVICTION_COMPLETED_DATE The date the court revokes legal possession of the MM/DD/YYYY
property from the borrower.
------------------------------------------------------------------------------------------------------------------------------
LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
LIST_DATE The date an REO property is listed at a particular MM/DD/YYYY
price.
------------------------------------------------------------------------------------------------------------------------------
OFFER_AMT The dollar value of an offer for an REO property. 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
OFFER_DATE_TIME The date an offer is received by DA Admin or by the MM/DD/YYYY
Servicer.
------------------------------------------------------------------------------------------------------------------------------
REO_CLOSING_DATE The date the REO sale of the property is scheduled MM/DD/YYYY
to close.
------------------------------------------------------------------------------------------------------------------------------
REO_ACTUAL_CLOSING_DATE Actual Date Of REO Sale MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
OCCUPANT_CODE Classification of how the property is occupied.
------------------------------------------------------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------------------------------------------------------
PROP_CONDITION_CODE A code that indicates the condition of the property.
------------------------------------------------------------------------------------------------------------------------------
PROP_INSPECTION_DATE The date a property inspection is performed. MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
APPRAISAL_DATE The date the appraisal was done. MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
CURR_PROP_VAL The current "as is" value of the property based on 2
brokers price opinion or appraisal.
------------------------------------------------------------------------------------------------------------------------------
REPAIRED_PROP_VAL The amount the property would be worth if repairs 2
are completed pursuant to a broker's price opinion
or appraisal.
------------------------------------------------------------------------------------------------------------------------------
If applicable:
--------------
------------------------------------------------------------------------------------------------------------------------------
DELINQ_STATUS_CODE FNMA Code Describing Status of Loan
------------------------------------------------------------------------------------------------------------------------------
DELINQ_REASON_CODE The circumstances which caused a borrower to stop
paying on a loan. Code indicates the reason why
the loan is in default for this cycle.
------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_FILED_DATE Date Mortgage Insurance Claim Was Filed With MM/DD/YYYY
Mortgage Insurance Company.
------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT Amount of Mortgage Insurance Claim Filed No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_PAID_DATE Date Mortgage Insurance Company Disbursed Claim MM/DD/YYYY
Payment
------------------------------------------------------------------------------------------------------------------------------
MI_CLAIM_AMT_PAID Amount Mortgage Insurance Company Paid On Claim 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_FILED_DATE Date Claim Was Filed With Pool Insurance Company MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT Amount of Claim Filed With Pool Insurance Company 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_PAID_DATE Date Claim Was Settled and The Check Was Issued By MM/DD/YYYY
The Pool Insurer
------------------------------------------------------------------------------------------------------------------------------
POOL_CLAIM_AMT_PAID Amount Paid On Claim By Pool Insurance Company 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_FILED_DATE Date FHA Part A Claim Was Filed With HUD MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_AMT Amount of FHA Part A Claim Filed 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_DATE Date HUD Disbursed Part A Claim Payment MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_A_CLAIM_PAID_AMT Amount HUD Paid on Part A Claim 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_FILED_DATE Date FHA Part B Claim Was Filed With HUD MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_AMT Amount of FHA Part B Claim Filed 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_DATE Date HUD Disbursed Part B Claim Payment MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
FHA_PART_B_CLAIM_PAID_AMT Amount HUD Paid on Part B Claim 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_FILED_DATE Date VA Claim Was Filed With the Veterans Admin MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_DATE Date Veterans Admin. Disbursed VA Claim Payment MM/DD/YYYY
------------------------------------------------------------------------------------------------------------------------------
VA_CLAIM_PAID_AMT Amount Veterans Admin. Paid on VA Claim 2 No commas(,) or dollar signs
($)
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


2
<PAGE>


Exhibit IIB: Standard File Codes - Delinquency Reporting

The Loss Mit Type field should show the approved Loss Mitigation Code as
follows:
o ASUM- Approved Assumption
o BAP- Borrower Assistance Program
o CO- Charge Off
o DIL- Deed-in-Lieu
o FFA- Formal Forbearance Agreement
o MOD- Loan Modification
o PRE- Pre-Sale
o SS- Short Sale
o MISC- Anything else approved by the PMI or Pool Insurer

NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those
above, provided that they are consistent with industry standards. If Loss
Mitigation Types other than those above are used, the Servicer must supply
Wells Fargo Bank with a description of each of the Loss Mitigation Types prior
to sending the file.

The Occupant Code field should show the current status of the property code as
follows:
o Mortgagor
o Tenant
o Unknown
o Vacant

The Property Condition field should show the last reported condition of the
property as follows:
o Damaged
o Excellent
o Fair
o Gone
o Good
o Poor
o Special Hazard
o Unknown

The FNMA Delinquent Reason Code field should show the Reason for Delinquency
as follows:

--------------------------------------------------------
Delinquency Delinquency Description
Code
--------------------------------------------------------
001 FNMA-Death of principal mortgagor
--------------------------------------------------------
002 FNMA-Illness of principal mortgagor
--------------------------------------------------------
003 FNMA-Illness of mortgagor's family
member
--------------------------------------------------------
004 FNMA-Death of mortgagor's family
member
--------------------------------------------------------
005 FNMA-Marital difficulties
--------------------------------------------------------
006 FNMA-Curtailment of income
--------------------------------------------------------
007 FNMA-Excessive Obligation
--------------------------------------------------------
008 FNMA-Abandonment of property
--------------------------------------------------------
009 FNMA-Distant employee transfer
--------------------------------------------------------

<PAGE>

--------------------------------------------------------
011 FNMA-Property problem
--------------------------------------------------------
012 FNMA-Inability to sell property
--------------------------------------------------------
013 FNMA-Inability to rent property
--------------------------------------------------------
014 FNMA-Military Service
--------------------------------------------------------
015 FNMA-Other
--------------------------------------------------------
016 FNMA-Unemployment
--------------------------------------------------------
017 FNMA-Business failure
--------------------------------------------------------
019 FNMA-Casualty loss
--------------------------------------------------------
022 FNMA-Energy environment costs
--------------------------------------------------------
023 FNMA-Servicing problems
--------------------------------------------------------
026 FNMA-Payment adjustment
--------------------------------------------------------
027 FNMA-Payment dispute
--------------------------------------------------------
029 FNMA-Transfer of ownership pending
--------------------------------------------------------
030 FNMA-Fraud
--------------------------------------------------------
031 FNMA-Unable to contact borrower
--------------------------------------------------------
INC FNMA-Incarceration
--------------------------------------------------------


The FNMA Delinquent Status Code field should show the Status of Default as
follows:

-------------------------------------------------------
Status Code Status Description
-------------------------------------------------------
09 Forbearance
-------------------------------------------------------
17 Pre-foreclosure Sale Closing Plan
Accepted
-------------------------------------------------------
24 Government Seizure
-------------------------------------------------------
26 Refinance
-------------------------------------------------------
27 Assumption
-------------------------------------------------------
28 Modification
-------------------------------------------------------
29 Charge-Off
-------------------------------------------------------
30 Third Party Sale
-------------------------------------------------------
31 Probate
-------------------------------------------------------
32 Military Indulgence
-------------------------------------------------------
43 Foreclosure Started
-------------------------------------------------------
44 Deed-in-Lieu Started
-------------------------------------------------------
49 Assignment Completed
-------------------------------------------------------
61 Second Lien Considerations
-------------------------------------------------------
62 Veteran's Affairs-No Bid
-------------------------------------------------------
63 Veteran's Affairs-Refund
-------------------------------------------------------
64 Veteran's Affairs-Buydown
-------------------------------------------------------
65 Chapter 7 Bankruptcy
-------------------------------------------------------
66 Chapter 11 Bankruptcy
-------------------------------------------------------
67 Chapter 13 Bankruptcy
-------------------------------------------------------


4

<PAGE>

Exhibit IIC: Standard File Layout - Master Servicing

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
Column Name Description Decimal Format Comment Max
Size
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
SER_INVESTOR_NBR A value assigned by the Servicer Text up to 10 digits 20
to define a group of loans.
----------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to Text up to 10 digits 10
each loan by the investor.
----------------------------------------------------------------------------------------------------------
SERVICER_LOAN_NBR A unique number assigned to a loan Text up to 10 digits 10
by the Servicer. This may be
different than the LOAN_NBR.
----------------------------------------------------------------------------------------------------------
BORROWER_NAME The borrower name as received in Maximum length of 30 (Last, 30
the file. It is not separated by First)
first and last name.
----------------------------------------------------------------------------------------------------------
SCHED_PAY_AMT Scheduled monthly principal and 2 No commas(,) or dollar signs 11
scheduled interest payment that a ($)
borrower is expected to pay, P&I
constant.
----------------------------------------------------------------------------------------------------------
NOTE_INT_RATE The loan interest rate as reported 4 Max length of 6 6
by the Servicer.
----------------------------------------------------------------------------------------------------------
NET_INT_RATE The loan gross interest rate less 4 Max length of 6 6
the service fee rate as reported
by the Servicer.
----------------------------------------------------------------------------------------------------------
SERV_FEE_RATE The servicer's fee rate for a loan 4 Max length of 6 6
as reported by the Servicer.
----------------------------------------------------------------------------------------------------------
SERV_FEE_AMT The servicer's fee amount for a 2 No commas(,) or dollar signs 11
loan as reported by the Servicer. ($)
----------------------------------------------------------------------------------------------------------
NEW_PAY_AMT The new loan payment amount as 2 No commas(,) or dollar signs 11
reported by the Servicer. ($)
----------------------------------------------------------------------------------------------------------
NEW_LOAN_RATE The new loan rate as reported by 4 Max length of 6 6
the Servicer.
----------------------------------------------------------------------------------------------------------
ARM_INDEX_RATE The index the Servicer is using to 4 Max length of 6 6
calculate a forecasted rate.
----------------------------------------------------------------------------------------------------------
ACTL_BEG_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs 11
balance at the beginning of the ($)
processing cycle.
----------------------------------------------------------------------------------------------------------
ACTL_END_PRIN_BAL The borrower's actual principal 2 No commas(,) or dollar signs 11
balance at the end of the ($)
processing cycle.
----------------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date at the end of processing MM/DD/YYYY 10
cycle that the borrower's next
payment is due to the Servicer, as
reported by Servicer.
----------------------------------------------------------------------------------------------------------
SERV_CURT_AMT_1 The first curtailment amount to be 2 No commas(,) or dollar signs 11
applied. ($)
----------------------------------------------------------------------------------------------------------
SERV_CURT_DATE_1 The curtailment date associated MM/DD/YYYY 10
with the first curtailment amount.
----------------------------------------------------------------------------------------------------------
CURT_ADJ_ AMT_1 The curtailment interest on the 2 No commas(,) or dollar signs 11
first curtailment amount, if ($)
applicable.
----------------------------------------------------