Common use of Servicer Compliance Statement Clause in Contracts

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation.........................................76 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................77 Subsection 34.07 Indemnification; Remedies..................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the "Xxxxxxsxx"), xnd THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 Section 14.05 Report on Assessment of Compliance and Attestation.........................................76 Subsection 34.06 . 65 Section 14.06 Use of Subservicers and Subcontractors.....................................................77 Subsection 34.07 . 67 Section 14.07 Indemnification; Remedies..................................................................78 EXHIBITS . EXHIBIT 1 MORTGAGE LOAN DOCUMENTS FORM OF TRIAL BALANCE EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 3 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 4 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 5 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 6 MORTGAGE LOAN DOCUMENTS EXHIBIT 7 MORTGAGE LOAN SCHEDULE EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES TRANSFER INSTRUCTIONS EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT 9A ELIGIBILITY CRITERIA FOR ALT A FIRST LIEN MORTGAGE LOANS AND ALT A SECOND LIEN CLOSED-END MORTGAGE LOANS EXHIBIT 9B ELIGIBILITY CRITERIA FOR SUBPRIME SECOND LIEN MORTGAGE LOANS EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE LIMITED POWER OF ATTORNEY EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER SERVICER FOR RECONSTITUTION EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION 12A TERM SHEET FOR ALT A FIRST LIEN MORTGAGE LOANS AND ALT A SECOND LIEN CLOSED-END MORTGAGE LOANS EXHIBIT 12B TERM SHEET FOR SUBPRIME SECOND LIEN MORTGAGE LOANS EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION SERVICING PERFORMANCE STANDARDS AND APPROVAL MATRIX EXHIBIT 14 FORM OF ASSIGNMENT ASSIGNMENT, ASSUMPTION AND CONVEYANCE RECOGNITION AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION INDEMNIFICATION AGREEMENT EXHIBIT 16 FORM OF LIQUIDATION REPORT EXHIBIT 17 FORM OF MONTHLY REPORTING PACKAGE EXHIBIT 18 SERVICER RATINGS EXHIBIT 19 FORM OF POOLING AND SERVICING AGREEMENT EXHIBIT 20 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 21 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT This Amended and Restated Servicing Agreement (the "“Servicing Agreement"), dated ” or “Agreement”) is entered into as of December 1August 5, 2005, is hereby executed as amended and restated to and including January 2, 2007, by and between MORGAN STANLEY MORTGAGE CAPITAL among GMAC MORTGAGE, LLC (formerly known as GMAC Mortgage Corporation), a Delaware limited liability company (the “Servicer”) and DB STRUCTURED PRODUCTS, INC., a New York Delaware corporation (the "Xxxxxxsxx"), xnd THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer"“Owner”).

Servicer Compliance Statement. 75 77 Subsection 34.05 Report on Assessment of Compliance and Attestation.........................................76 77 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................77 78 Subsection 34.07 Indemnification; Remedies..................................................................78 79 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES [RESERVED] EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December January 1, 20052006, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the "XxxxxxsxxXxxxhxxxx"), xnd THE HEMISPHERE NATIONAL BANKand AMERICAN HOME MORTGAGE CORP., a national banking associationNew York corporation, in its capacity as seller (the "Seller") and in its capacity AMERICAN HOME MORTGAGE SERVICING, INC., a Maryland corporation, as servicer (the "Servicer").

Servicer Compliance Statement. 75 76 Subsection 34.05 Report on Assessment of Compliance and Attestation.........................................76 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................77 Subsection 34.07 Indemnification; Remedies..................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the thx "XxxxxxsxxXxxcxxxxx"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation.............................................................................76 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................................................................77 Subsection 34.07 Indemnification; Remedies...............................................................................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the xxx "XxxxxxsxxXuxxxxxxx"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation.............................................................................76 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................................................................77 Subsection 34.07 Indemnification; Remedies...............................................................................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the txx "XxxxxxsxxXxrxxxxxx"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 179 Section 16.05 Report on Assessment of Compliance and Attestation.........................................76 Subsection 34.06 .................................... 180 Section 16.06 Use of Subservicers and Subcontractors.....................................................77 Subsection 34.07 ................................................ 181 Section 16.07 Indemnification; Remedies..................................................................78 ............................................................. 182 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT Exhibit A-1 - Form of Senior Certificates and Class M Certificates Exhibit A-2 - Form of Class B Certificates Exhibit A-3 - Form of Class R Certificate Exhibit A-4 - Form of Class P Certificate Exhibit A-5 - Form of Class C Certificate Exhibit B - Mortgage Loan Schedule Exhibit C - [Reserved] Exhibit D - Request for Release of Documents Exhibit E-1 - Form of Transferee's Letter Exhibit E-2 - Form of Transferor Certificate Exhibit F-1 - Form of Transferor Representation Letter Exhibit F-2 - Form of Investor Representation Letter Exhibit F-3 - Form of Rule 144A Letter Exhibit G - Form of Custodial Agreement Exhibit H - One-Month LIBOR Cap Table Exhibit I - [Reserved] Exhibit J - Mortgage Loan Purchase Agreement Exhibit K - Servicing Criteria To Be Addressed in Assessment of Compliance Exhibit L - Form of Xxxxxxxx-Xxxxx Certification Exhibit M - Form of Back-up Xxxxxxxx-Xxxxx Certification Exhibit N - Form of Corridor Contract Exhibit O - Additional Disclosure Notification Exhibit P - Form of Item 1123 Certification of Servicer Exhibit Q-1 - Additional Form 10-D Disclosure Exhibit Q-2 - Additional Form 10-K Disclosure Exhibit Q-3 - Form 8-K Disclosure Information Exhibit R - Form of Swap Agreement Exhibit S - Form of Cap Contract This Pooling and Servicing Agreement, dated as of February 1, 2007 (the this "Agreement" or this "Pooling and Servicing Agreement"), dated as of December 1among XXXXXXX XXXXX MORTGAGE INVESTORS, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation as depositor (the "XxxxxxsxxDepositor"), xnd THE HEMISPHERE NATIONAL XXXXX FARGO BANK, a national banking associationN.A., as master servicer (in its capacity as seller (such capacity, the "SellerMaster Servicer") and as securities administrator (in its capacity such capacity, the "Securities Administrator"), WILSHIRE CREDIT CORPORATION, as servicer (the in such capacity, a "Servicer"), CENTRAL MORTGAGE COMPANY, as servicer (in such capacity, a "Servicer"), and HSBC BANK USA, NATIONAL ASSOCIATION, as trustee (the "Trustee").

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation.............................................................................76 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................................................................77 Subsection 34.07 Indemnification; Remedies...............................................................................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the xxx "XxxxxxsxxPxxxxxxxr"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 80 Subsection 34.05 Report on Assessment of Compliance and Attestation.........................................76 ......................................80 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................77 ..................................................81 Subsection 34.07 Indemnification; Remedies..................................................................78 ...............................................................82 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS FILE EXHIBIT 2 CONTENTS OF EACH MORTGAGE CREDIT FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM REQUIRED FIELDS OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December July 1, 2005, 2006 is hereby executed by and between MORGAN STANLEY GOLDMAN SACHS MORTGAGE CAPITAL INC.COMPANY, a New York corporation limited partnership (the thx "XxxxxxsxxXxxxhxxxx"), xnd THE HEMISPHERE NATIONAL BANKand FIRST HORIZON LOAN CORPORATION, a national banking associationKansas corporation, in its capacity as seller (the "Seller") and First Tennessee Mortgage Services, Inc., a Tennessee corporation, in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation.........................................76 Subsection 34.06 Use of Subservicers and Subcontractors.....................................................77 Subsection 34.07 Indemnification; Remedies..................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the "XxxxxxsxxXxxxhxxxx"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 60 Section 15.05 Report on Assessment of Compliance and Attestation.........................................76 Subsection 34.06 ............60 Section 15.06 Use of Subservicers and Subcontractors.....................................................77 Subsection 34.07 ........................61 Section 15.07 Indemnification; Remedies..................................................................78 .....................................62 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS FORM OF TRIAL BALANCE EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 3 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 4 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 5 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT EXHIBIT 7 FORM OF OFFICER'S CERTIFICATE EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES MORTGAGE LOAN DOCUMENTS EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT ACKNOWLEDGMENT AGREEMENT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE REPORTING REQUIREMENTS EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER SERVICING TRANSFER LETTER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 13 INTENTIONALLY OMITTED EXHIBIT 14 FORM OF SERVICER ACKNOWLEDGMENT EXHIBIT 15 SUBPRIME DEFAULT AND REO SERVICING STANDARDS EXHIBIT 16 REO SERVICING STANDARDS EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS FORM OF ANNUAL CERTIFICATION EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE Execution Version FLOW SERVICING RIGHTS PURCHASE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT ------------------------------------------------------ This Flow Servicing Rights Purchase and Servicing Agreement (the "Flow Servicing Rights Purchase and Servicing Agreement" or "Agreement"), dated ) is entered into as of December 119, 2005, is hereby executed by and between MORGAN STANLEY among SAXON MORTGAGE CAPITAL SERVICES, INC., a New York corporation (the "Xxxxxxsxx")Texas corporation, xnd THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer") and GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership (the "Xxxxxaxxx").

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation............................................................................76 Subsection 34.06 Use of Subservicers and Subcontractors....................................................................................................77 Subsection 34.07 Indemnification; Remedies..............................................................................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the "XxxxxxsxxXxxxhxxxx"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").

Servicer Compliance Statement. 75 Subsection 34.05 Report on Assessment of Compliance and Attestation..............................................................................76 Subsection 34.06 Use of Subservicers and Subcontractors......................................................................................................77 Subsection 34.07 Indemnification; Remedies................................................................................................................................78 EXHIBITS EXHIBIT 1 MORTGAGE LOAN DOCUMENTS EXHIBIT 2 CONTENTS OF EACH MORTGAGE FILE EXHIBIT 3 FORM OF INDEMNIFICATION AND CONTRIBUTION AGREEMENT EXHIBIT 4 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT 5 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT 6 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT 7 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT 8 SELLER'S UNDERWRITING GUIDELINES EXHIBIT 9 FORM OF MONTHLY REMITTANCE REPORT EXHIBIT 10 FORM OF SELLER'S OFFICER'S CERTIFICATE EXHIBIT 11 FORM OF OPINION OF COUNSEL TO THE SELLER EXHIBIT 12 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 13 FORM OF SECURITY RELEASE CERTIFICATION EXHIBIT 14 FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT EXHIBIT 15 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT EXHIBIT 16 FORM OF ANNUAL CERTIFICATION EXHIBIT 17 MONTHLY REO PROPERTY REPORT DATA FIELDS EXHIBIT 18 SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT THIS FIRST AMENDED AND RESTATED MORTGAGE LOAN SALE AND SERVICING AGREEMENT (the "Agreement"), dated as of December 1, 2005, is hereby executed by and between MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation (the txx "XxxxxxsxxXxrxxxxxx"), xnd and THE HEMISPHERE NATIONAL BANK, a national banking association, in its capacity as seller (the "Seller") and in its capacity as servicer (the "Servicer").