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Exhibit 99.2
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




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MORGAN STANLEY
CREDIT CORPORATION
 Michael J. GillespieAccounting Director
 Managements Assertion
 Uniform Single Attestation Program for
Mortgage Bankers
  /s/ Kevin Rodman
 /s/ Kevin Norris
 /s/ Mike Gillespie




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MORGAN STANLEY CREDIT CORPORATION
 APPENDIX A
  I.
    
    CUSTODIAL BANK ACCOUNTS
 1.
    
    Reconciliations shall be prepared on a monthly basis for all custodial
bank accounts and related bank clearing accounts. These reconciliations
shall:
 
    
    be mathematically accurate;
    
    be prepared within forty-five (45) calendar days after the cutoff
date;
    
    be reviewed and approved by someone other than the person who
prepared the reconciliation; and
    
    document explanations for reconciling items. These reconciling items
shall be resolved within ninety (90) calendar days of their original
identification.
 2.
    
    Funds of the servicing entity shall be advanced in cases where there is an
overdraft in an investors or a mortgagors account.3.
    
    Each custodial account shall be maintained at a federally insured
depository institution in trust for the applicable investor.4.
    
    Escrow funds held in trust for a mortgagor shall be returned to the
mortgagor within thirty (30) calendar days of payoff of the mortgage loan.
 II.
    
    MORTGAGE PAYMENTS
 1.
    
    Mortgage payments shall be deposited into the custodial bank accounts and
related bank clearing accounts within two business days of receipt.2.
    
    Mortgage payments made in accordance with the mortgagors loan documents
shall be posted to the applicable mortgagor records within two business
days of receipt.3.
    
    Mortgage payments shall be allocated to principal, interest, insurance,
taxes or other escrow items in accordance with the mortgagors loan
documents.




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MORGAN STANLEY CREDIT CORPORATION
 4.
    
    Mortgage payments identified as loan payoffs shall be allocated in
accordance with the mortgagors loan documents.
 III.
    
    DISBURSEMENTS
 1.
    
    Disbursements made via wire transfer on behalf of a mortgagor or investor
shall be made only by authorized personnel.2.
    
    Disbursements made on behalf of a mortgagor or investor shall be posted
within two business days to the mortgagors or investors records
maintained by the servicing entity.3.
    
    Tax and insurance payments shall be made on or before the penalty or
insurance policy expiration dates, as indicated on tax bills and insurance
premium notices, respectively, provided that such support has been
received by the servicing entity at least thirty (30) calendar days prior
to these dates.4.
    
    Any late payment penalties paid in conjunction with the payment of any tax
bill or insurance premium notice shall be paid from the servicing entitys
funds and not charged to the mortgagor, unless the late payment was due to
the mortgagors error or omission.5.
    
    Amounts remitted to investors per the servicers investor reports shall
agree with cancelled checks, or other form of payment, or custodial bank
statements.6.
    
    Unused checks shall be safeguarded so as to prevent unauthorized access.
 IV.
    
    INVESTOR ACCOUNTING AND REPORTING
 1.
    
    The servicing entitys investor reports shall agree with, or reconcile to,
investors records on a monthly basis as to the total unpaid principal
balance and number of loans serviced by the servicing entity.
 V.
    
    MORTGAGOR LOAN ACCOUNTING
 1.
    
    The servicing entitys mortgage loan records shall agree with, or
reconcile to, the records of mortgagors with respect to the unpaid
principal balance on a monthly basis.




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MORGAN STANLEY CREDIT CORPORATION
 2.
    
    Adjustments on ARM loans shall be computed based on the related mortgage
note and any ARM rider.3.
    
    Escrow accounts shall be analyzed, in accordance with the mortgagors loan
documents, on at least an annual basis.4.
    
    Interest on escrow accounts shall be paid, or credited, to mortgagors in
accordance with the applicable state laws.
 VI.
    
    DELINQUENCIES
 1.
    
    Records documenting collection efforts shall be maintained during the
period a loan is in default and shall be updated at least monthly. Such records
shall describe the entitys activities in monitoring delinquent loans
including, for example, phone calls, letters and mortgage payment
rescheduling plans in cases where the delinquency is deemed temporary
(e.g., illness or unemployment).
 VII.
    
    INSURANCE POLICIES
 1.
    
    A fidelity bond and errors and omissions policy shall be in effect on the
servicing entity throughout the reporting period in the amount of coverage
represented to investors in managements assertion.