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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Assumption Agreement

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT | Document Parties: Global Securities and Trust Services | GMAC Mortgage Corporation | LaSalle Bank National Association | Morgan Stanley & Co Incorporated | Morgan Stanley Capital I Inc | Morgan Stanley Mortgage Capital Inc | WELLS FARGO BANK, NATIONAL ASSOCIATION You are currently viewing:
This Assumption Agreement involves

Global Securities and Trust Services | GMAC Mortgage Corporation | LaSalle Bank National Association | Morgan Stanley & Co Incorporated | Morgan Stanley Capital I Inc | Morgan Stanley Mortgage Capital Inc | WELLS FARGO BANK, NATIONAL ASSOCIATION

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Title: ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Governing Law: New York     Date: 1/24/2007

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, Parties: global securities and trust services , gmac mortgage corporation , lasalle bank national association , morgan stanley & co incorporated , morgan stanley capital i inc , morgan stanley mortgage capital inc , wells fargo bank  national association
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Exhibit 99.9a

EXECUTION VERSION

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated May 1, 2006 (this
"Assignment"), among Morgan Stanley Mortgage Capital Inc. ("MSMCI" or the
"Purchaser"), GMAC Mortgage Corporation, a Pennsylvania corporation
("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee
("Trustee") of Morgan Stanley Mortgage Loan Trust 2006-8AR (the "Trust") and
acknowledged by Wells Fargo Bank, National Association, as master servicer (in
such capacity, the "Master Servicer") and as securities administrator (in such
capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc.
(the "Depositor").

WHEREAS, the Purchaser is the owner of various mortgage loans, including
the mortgage loans identified on Schedule 1 hereto (the "Specified Mortgage
Loans");

WHEREAS, the Servicer and the Purchaser are parties to a Servicing
Agreement, dated as of May 20, 2005 (the "Initial Servicing Agreement") and a
First Amended and Restated Servicing Agreement, dated as of January 1, 2006
(the "the Servicing Agreement"), pursuant to which the Servicer has agreed to
service the Specified Mortgage Loans on behalf of the Purchaser as "Owner" (as
such term is defined in the Servicing Agreement);

WHEREAS, in connection with the servicing of the Mortgage Loans
hereunder, the Seller agrees that, from and after the date hereof, each
Mortgage Loan serviced hereunder will be subject to the Servicing Agreement;

NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration (the receipt and sufficiency of which
are hereby acknowledged), the parties agree as follows:

1. Assignment and Assumption

The Purchaser, as Owner, is the owner of all of the rights, title and
interest of the rights (the "Servicing Rights"), in, to and under the Servicing
Agreement as it relates to the servicing of the Specified Mortgage Loans.
Pursuant to this Assignment, the Purchaser hereby grants, transfers and assigns
(i) its rights and obligations, as "Owner" under the Servicing Agreement with
respect to the Specified Mortgage Loans other than the Servicing Rights which
the Owner explicitly retains and (ii) any rights granted to the Purchaser as
Owner under the Servicing Agreement to the Depositor (the "First Assignment and
Assumption"), and the Depositor hereby acknowledges the First Assignment and
Assumption. Immediately after giving effect to the First Assignment and
Assumption, the Depositor hereby grants, transfers and assigns its rights and
obligations in and under the First Assignment and Assumption to the Trustee, on
behalf of the Trust, and the Trustee, on behalf of the Trust, hereby accepts
such assignment from the Depositor (the "Second Assignment and Assumption").

The Servicer hereby acknowledges each of the First Assignment and
Assumption and the Second Assignment and Assumption.

For the purposes of this Assignment and the Servicing Agreement, Schedule
1 hereto shall constitute a "Mortgage Loan Schedule" as such term is defined in
the Servicing Agreement,

<PAGE>

and the assignment set forth herein shall constitute a "Reconstitution" (as
such term is defined in the Servicing Agreement).

2. Recognition of Trustee

The parties confirm that this Assignment includes the rights relating to
amendments or waivers under the Servicing Agreement. Accordingly, the right of
MSMCI, as Owner, to consent to any amendment of the Servicing Agreement and its
rights concerning waivers as set forth in Section 16 of the Servicing Agreement
shall be exercisable, to the extent any such amendment or waiver affects the
Specified Mortgage Loans or any of the rights under the Servicing Agreement
with respect thereto (other than the servicing of the Specified Mortgage Loans,
which shall be enforced by the Master Servicer) by the Trustee on behalf of the
Trust as the successor to the Purchaser in its capacity as Owner under the
Servicing Agreement.

It is expressly understood and agreed by the parties hereto that (i) this
Assignment is executed and delivered by LaSalle Bank National Association, not
individually or personally but solely on behalf of the Trust, as assignee, in
the exercise of the powers and authority conferred and vested in it, as
Trustee, pursuant to the Pooling and Servicing Agreement dated as of May 1,
2006 among the Depositor, Wells Fargo Bank, National Association, as securities
administrator and master servicer, and the Trustee (the "Pooling and Servicing
Agreement"), (ii) each of the representations, undertakings and agreements
herein made on the part of the Trust as assignee is made and intended not as
personal representations, undertakings and agreements by LaSalle Bank National
Association 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 Bank National Association, individually or personally, to perform any
covenant (either express or implied) contained herein and (iv) under no
circumstances shall LaSalle Bank National Association 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 Assignment and (v) all recourse for any
payment liability or other obligation of the Trust as assignee shall be had
solely to the assets of the Trust.

3. Representations and Warranties

(a) The Depositor 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 Servicer or MSMCI other than those contained in the
Servicing Agreement or this Assignment.

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

(c) Each of the Depositor, the Purchaser and the Servicer represents and
warrants that this Assignment 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

2
<PAGE>

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 Servicer hereby warrants and represents to, and covenants with,
the Purchaser and the Trustee that each of the representations and warranties
set forth in Section 6.01 of the Servicing Agreement are true and correct with
respect to the Servicer as of the date hereof.

4. The Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the Specified Mortgage
Loans pursuant to the Pooling and Servicing Agreement and, therefore, has the
right to enforce all obligations of the Servicer under the Servicing Agreement.
Such rights will include, without limitation, the right to terminate the
Servicer under the Servicing Agreement as provided thereunder, the right to
receive all remittances required to be made by the Servicer under the Servicing
Agreement, the right to receive all monthly reports and other data required to
be delivered by the Servicer under the Servicing Agreement, the right to
examine the books and records of the Servicer and the right to exercise certain
rights of consent and approval granted to the Purchaser under the Servicing
Agreement.

In accordance with the Second Assignment and Assumption, the Trustee, as
Owner, hereby directs the Servicer to make all distributions under the
Servicing 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: 50922500, MSM 2006-8AR

In accordance with the Second Assignment and Assumption, the Trustee, as
Owner, hereby directs the Servicer to deliver all reports required to be
delivered under the Servicing 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 2006-8AR
Office Number: (410) 884-2000
Telecopier: (410) 715-2380

5. Amendments to Servicing Agreement.

(a) The following definitions in Section 1 are revised as follows with
respect to the Specified Mortgage Loans:

a. "Eligible Account" shall have the meaning set forth in the
Pooling and Servicing Agreement.


3
<PAGE>

b. "Eligible Investments" shall have the meaning set forth in the
Pooling and Servicing Agreement.

c. "Indemnified Party": each Party described in the first sentence
of Section 31.07(a) of the Servicing Agreement.

d. "Remittance Date" shall mean no later than 1:00 p.m., New York
time, on the 18th day of each month, or if such 18th day is not a Business Day,
the first Business Day immediately following such 18th day.

(b) Solely with respect to the Specified Mortgage Loans, the words ";
provided, however," to and including the end of the penultimate sentence of
paragraph (a) of Section 3.01 are hereby deleted.

(c) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 3.19:

"3.19 Fair Credit Reporting Act

The Servicer, in its capacity as servicer for each Mortgage Loan,
agrees to fully furnish, in accordance with the Fair Credit Reporting Act
and its implementing regulations, accurate and complete information
(e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian and Trans Union Credit Information Servicer (three of
the credit repositories), on a monthly basis."

(d) Solely with respect to the Specified Mortgage Loans, the following
deletions are hereby made to the fourth paragraph of Section 4.01:

a. the words "following the Business Day" are hereby deleted from
the first sentence and

b. the word "second" is hereby deleted from the second sentence.

(e) Solely with respect to the Specified Mortgage Loans, the first
sentence of Section 5.04 is amended by adding the words "(with a copy to the
Master Servicer)" after the word "Owner".

(f) Solely with respect to the Specified Mortgage Loans, Section 8.01(b)
is hereby amended and restated as follows:

"(b) failure on the part of the Servicer duly to observe or perform in
any material respect any other of the covenants or agreements on the part of
the Servicer set forth in this Agreement (including but not limited to breach
by Servicer of any one or more of the representations, warranties and covenants
of the Servicer as set forth in Section 6.01 above) which continues uncured for
a period of thirty (30) days (except that (x) such number of days shall be
fifteen (15) days in the case of a failure to pay any premium for any insurance
policy required to be maintained under this Agreement and (y) such number of
days shall be fourteen


4
<PAGE>

(14) calendar days with respect to the reports required under Sections 31.04
and 31.05 and the last paragraph of Section 25) after the earlier of the date
on which (i) written notice of such failure, requiring the same to be remedied,
shall have been given to the Servicer by the Owner, or (ii) Servicer first
becomes aware of such failure."

(g) Solely with respect to the Specified Mortgage Loans, the rights of
the Servicer pursuant to clause (iv) of Section 9.01(a) are hereby deleted.

(h) Solely with respect to the Specified Mortgage Loans, the rights of
the Servicer pursuant to Section 9.02 are hereby deleted.

(i) Section 20(a) of the Servicing Agreement is hereby amended to add the
Master Servicer as an "Indemnified Party" in accordance with such Section.

(j) Solely with respect to the Specified Mortgage Loans, the following is
added to the end of Section 22(a):

"or as necessary to provide the reports required by Section 4.05 of the
Pooling and Servicing Agreement."

(k) Section 31.03(d) of the Servicing 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 to) (i) promptly notify
the Purchaser, any Master Servicer and any Depositor in writing of (A)
any litigation or governmental proceedings pending against the Company,
any Subservicer that would be material to securityholders, (B) any
affiliations or relationships that develop following the closing date of
a Securitization Transaction between the Company, any Subservicer and any
of the parties specified in clause (D) of paragraph (a) of this Section
(and any other parties identified in writing by the requesting party)
with respect to such Securitization Transaction, but only to the extent
that such affiliations or relationships do not include the Purchaser,
Depositor or any of their respective affiliates as a party, (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 Subcontractor to perform or assist the Company with the
performance of any of the Company's obligations under this Agreement or
any Reconstitution Agreement, and (ii) provide to the Purchaser and any
Depositor a description of such proceedings, affiliations or
relationships."

(l) Section 31.03 (f) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:

"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) 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


5
<PAGE>

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 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).

(m) The following is inserted as 31.03 (g) of the Servicing Agreement:

"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."

(n) Section 31.04 is hereby amended and restated in its entirety as
follows:

"On or before March 1 of each calendar year, commencing in 2007, the
Servicer shall deliver to the Owner and any Depositor a statement of
compliance addressed to the Owner and such Depositor and signed by an
authorized officer of the Servicer, to the effect that (i) a review of
the Servicer's activities during the immediately preceding calendar year
(or applicable portion thereof) and of its performance under this
Agreement and any applicable Reconstitution Agreement during such period
has been made under such officer's supervision, and (ii) to the best of
such officers' knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such
calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the
nature and the status thereof.

"In the event that the Servicer fails to timely comply with this Section
31.04, the Depositor shall use its commercially reasonable efforts to
obtain written statements or assurances from the Commission, that such
failure to provide the required statement of compliance on a timely
basis, and a one time additional failure by the Servicer to comply with
this Section 31.04, will not result in any adverse effect on the
Depositor or its affiliates with respect to any Shelf Registration on
Form S-3 of the Depositor or any of its


6
<PAGE>

affiliates. Any costs or expenses incurred by the Depositor or the Master
Servicer in obtaining such statement or assurances from the Commission
shall be reimbursed to the Depositor by the Servicer. In the event that
the Depositor is unable to receive any such assurances from the
Commission after the use of such commercially reasonable efforts of the
related year, such failure by the Servicer to comply with this Section
31.04 shall be deemed an Event of Default, automatically at such time,
without notice and without any cure period, and Depositor may, in
addition to whatever rights the Depositor may have under Section 20 of
the Servicing Agreement and at law or equity or to damages, including
injunctive relief and specific performance, terminate all the rights and
obligations of the Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof without compensating the Servicer
for the same, as provided in Section 9 of the Servicing Agreement. Such
termination shall be considered with cause pursuant to Section 9.01 of
the Servicing Agreement. This paragraph shall supersede any other
provision in this Agreement or any other agreement to the contrary."

(o) Section 31.05(a)(iv) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:

"deliver, and cause each Subservicer and Subcontractor described in
clause (iii) above to deliver, to the Purchaser, the Master Servicer, any
Depositor and any other Person that will be responsible for signing the
certification (a "Sarbanes Certification") required by Rules 13a-14(d)
and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002) on behalf of an asset-backed issuer with
respect to a Securitization Transaction a certification, signed by an
appropriate officer of the Servicer, in the form attached hereto as
Exhibit I. In addition to providing the Sarbanes Certification, the
Servicer shall also cooperate with the Depositor and provide such
additional information as the Depositor may reasonably request with
respect thereto."

(p) The third sentence of Section 31.06(a) is amended to require the
Company to cause any Subservicer or Subcontractor to comply with all of
the following Sections of the Servicing Agreement: Section 31.02, Section
31.03(c), (e), (f) and (g), Section 31.04, Section 31.05, Section
31.06(a) and Section 31.07.

(q) The last sentence of the second paragraph of Section 31.06(b) is
amended to require the Company to cause any Subservicer or Subcontractor
to provide any assessment of compliance and attestation but also any
other certifications required to delivered under Section 31.05.

(r) Section 31.07(a)(ii) of the Servicing Agreement is hereby amended and
restated in its entirety as follows:

"(ii)any breach by the Company under this Section 31, including
particularly any failure by the Company, any Subservicer, any
Subcontractor to deliver any information, report, certification,
accountants' letter or other material when and as required, under this
Article II, including any failure by the Company to identify pursuant to
Section 31.06(b) any Subcontractor "participating in the servicing
function" within the meaning of Item 1122 of Regulation AB;"


7
<PAGE>

(s) The word "or" is struck at the end of Section 31.07(a)(ii) of the
Servicing Agreement, the word "or" is added at the end of Section
31.07(a)(iii) of the Servicing Agreement, and the following is inserted
to Section 31.07(a) of the Servicing Agreement:

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

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.

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

(t) The following parenthetical is inserted directly before the proviso
in the last sentence of the first paragraph of Section 31.07(b)(i) of the
Servicing 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)"

(u) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 32:

"Third Party Beneficiary. For purposes of this Agreement, any master
servicer appointed in connection with a Reconstitution by the Owner shall
be considered a third party beneficiary to this Agreement (including but
not limited to Sections 31.01, 31.03 and 31.04 hereof) with respect to
the Specified Mortgage Loans entitled to all the rights and benefits
accruing to any master servicer herein with respect to the Specified
Mortgage Loans as if it were a direct party to this Agreement."

(v) Schedule I to the Servicing Agreement is hereby replaced in its
entirety with the Amended and Restated Schedule I attached to this
Assignment as Exhibit II.

(w) Exhibit J to the Servicing Agreement is hereby replaced in its
entirety with Exhibit IV attached hereto.

(x) All assessments, reports and certifications required to be delivered
by the Servicer this Assignment shall include the Master Servicer as an
addressee, and the Master Servicer shall be entitled to rely upon all such
assessments, reports and certifications.

(y) Written notice provided in compliance with Sections 31.03(d), (e) or
(f) of the Servicing Agreement shall be substantially in the form of Exhibit
III to this Agreement.


8
<PAGE>

6. Notices

The Depositor's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is :

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan Stanley Mortgage Loan Trust 2006-8AR

The Trustee's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is :

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-8AR

The Purchaser's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is :

Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: Morgan Stanley Mortgage Loan Trust 2006-8AR

With a copy to:

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: General Counsel's Office

The Servicer's address for purposes for all notices and correspondence related
to the Mortgage Loans and this Assignment is :

GMAC Mortgage Corporation
100 Witmer Road
Horsham, Pennsylvania 92127
Attention: Executive Vice President of National Loan
Administration


9
<PAGE>

7. Certain Matters Regarding the Trustee

Each party hereto hereby agrees as follows:

Notwithstanding any term hereof to the contrary, the execution and
delivery of this Assignment by Trustee is solely in its capacity as trustee for
Morgan Stanley Mortgage Loan Trust 2006-8AR and not individually, and any
recourse against Trustee in respect of any obligations it may have under or
pursuant to the terms of this Assignment (if any) shall be limited solely to
the assets it may hold as trustee of Morgan Stanley Mortgage Loan Trust
2006-8AR.

8. Continuing Effect

Except as contemplated by this Assignment, the Servicing Agreement shall
remain in full force and effect in accordance with its terms.

9. Governing Law

This Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of the State of
New York.

10. Counterparts

This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same instrument.

11. Definitions

Any capitalized term used but not defined in this Assignment has the same
meaning as in the Servicing Agreement.



[SIGNATURE PAGE FOLLOWS]


10
<PAGE>

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

<TABLE>
<CAPTION>
<S> <C>
Purchaser Trust
MORGAN STANLEY MORTGAGE LOAN TRUST 2006-8AR
MORGAN STANLEY MORTGAGE CAPITAL INC. BY: LASALLE BANK NATIONAL ASSOCIATION, AS
TRUSTEE

/s/ Valerie Kay /s/ Susan L. Feld
-------------------------------- --------------------------------
By: Valerie Kay By: Susan L. Feld
-------------------------------- --------------------------------
Its: Vice President Its: Vice President
-------------------------------- --------------------------------
Taxpayer Identification
Number:

Servicer

GMAC MORTGAGE CORPORATION

/s/ Kenneth R. Perkins
--------------------------------
By: Kenneth R. Perkins
--------------------------------
Its: Executive Vice President
--------------------------------
Taxpayer Identification
Number: 23-1694840

Acknowledged and Agreed:

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS
MORGAN STANLEY CAPITAL I INC. MASTER SERVICER

/s/ Valerie Kay /s/ Patricia Russo
-------------------------------- --------------------------------
By: Valerie Kay By: Patricia Russo
-------------------------------- --------------------------------
Its: Vice President Its: Vice President
-------------------------------- --------------------------------
Taxpayer Identification
Number:
</TABLE>


11
<PAGE>

Schedule I

Specified Mortgage Loan Schedule

[see Schedule A to the Pooling and Servicing Agreement
on file with the Servicer, the Master Servicer and the Depositor]


12
<PAGE>

Exhibit IIA: Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
<S> <C> <C>
Column/Header Name Description Decimal Format Comment

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 MM/DD/YYYY
to 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 MM/DD/YYYY
been 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


 
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