Item 1. Business.
Not applicable.
Item 2.
Item 2. Properties.
Not applicable.
Item 3.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trust created under the Pooling and Servicing Agreement (the Trust), the Trustee, the Servicer or the registrant with respect to the Trust other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
Item 5. Market for registrant's Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities.
Currently, there is no established public trading market for the Certificates Known to the registrant.
Records provided by the DTC indicate that as of December 31, 2004, the total number of holders of record for the Series of Certificates is 21.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(31.1) Sarbanes-Oxley Section 302 Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities.
(99.2) Reports of Management as to Compliance with Minimum Servicing Standards.
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above.
(c) Not applicable
(99.5) Reliance Certifications Mandated under the Pooling and Servicing Agreement for the year ended December 31, 2004
Filed herewith.
Certification has been received.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
Signed: Wells Fargo Bank, N.A., as Master Servicer
By: /s/ Chris Regnier
Name: Chris Regnier Title: Vice President
Dated: March 31, 2005
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
(a)(1) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions.
(a)(2) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders.
Exhibit No.
Ex-31.1 Sarbanes-Oxley 302 Certification
Re: Morgan Stanley Mortgage Loan Trust 2004-2AR (the "Trust"), Mortgage Pass-Through Certificates, Series 2004-2AR, issued pursuant to the Pooling and Servicing Agreement, dated as of Febuary 1, 2004 (the "Pooling and Servicing Agreement"), among Morgan Stanley Capital I Inc. (the "Depositor"), Wells Fargo Bank, National Association (the "Master Servicer") and HSBC Bank USA (the "Trustee")
I, Chris Regnier, certify that:
1. I have reviewed this annual report on Form 10-K (the "Annual Report"), and all reports on Form 8-K containing distribution or servicing reports (collectively with the Annual Report, the "Reports") filed in respect of periods included in the year covered by this Annual Report of the Depositor relating to the above-referenced Trust and series of certificates;
2. Based on my knowledge, the information in the Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this Annual Report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the Trustee by the Master Servicer and the servicers under the pooling and servicing, or similar agreement, for inclusion in the Reports is included in the Reports;
4. I am responsible for reviewing the activities performed by the Master Servicer and each servicer under the pooling and servicing, or similar, agreement, and based on upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the Master Servicer and each servicer has fulfilled its respective obligations under the pooling and servicing, or similar, agreement; and
5. The reports disclose all significant deficiencies relating to each servicer's compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Bank of America, N.A. as Servicer, Cendant Mortgage Corp as Servicer, Greenpoint Mortgage Funding, Inc. as Servicer, Morgan Stanley Dean Witter as Servicer.
Date: March 31, 2005
/s/ Chris Regnier Signature
Vice President Title
EX-99.1 (a) (Logo) PricewaterhouseCoopers
PricewaterhouseCoopers LLP 214 N. Tryon Street Ste 3600 Charlotte NC 28202
Telephone (704) 344 7500 Facsimile (704) 344 4100
Report of Independent Accountants
To the Board of Directors and Shareholder of Bank of America, N.A.
We have examined managements assertion concerning the mortgage division of Bank of America, N.A.s (the "Company"), an operating division of Bank of America, N.A., compliance with the minimum servicing standards identified in the Mortgage Bankers Association of Americas Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2004 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Companys compliance with those minimum servicing standards. Our responsibility is to express an opinion on managements assertion about the Companys compliance based on our examination.
Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Companys compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Companys compliance with the minimum servicing standards.
In our opinion, managements assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects.
/s/ PriceWaterhouseCoopers LLP March 11, 2005
Exhibit 1
Bank of America (Logo)
Bank of America 475 CrossPoint Parkway PO Box 9000 Getzville, NY 14068-9000
Managements Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 11, 2005
As of and for the year ended December 31, 2004, Bank of America, N.A. (the "Company"), has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of Americas Uniform Single Attestation Program for Mortgage Bankers ("USAP").
As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $325,000,000 and $180,000,000, respectively.
/s/ Floyd S. Robinson Floyd S. Robinson Senior Vice President President Consumer Real Estate Bank of America, N.A.
/s/ H. Randall Chestnut H. Randall Chestnut Senior Vice President Bank of America, N.A.
/s/ Mike Kula Mike Kula Senior Vice President Finance Executive Bank of America, N.A.
/s/ Robert Caruso Robert Caruso Senior Vice President National Servicing Executive Bank of America, N.A.
/s/ J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A.
EX-99.1 (b) (logo) Deloitte
Deloitte & Touche LLP 750 College Road East Third Floor Princeton, NJ 08540 USA
Tel: +1 609 514 3600 www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Cendant Mortgage Corporation:
We have examined Cendant Mortgage Corporation's (the "Company") compliance with its established minimum servicing standards described in the accompanying Management's Assertion, dated February 28, 2005, as of and for the year ended December 31, 2004. Management is responsible for compliance with those minimum servicing standards. Our responsibility is to express an opinion on the Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Company Accounting Oversight Board and, accordingly, included examining, on a test basis, evidence about the Company's compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with its minimum servicing standards.
Our examination disclosed the following instance of material noncompliance with the reconciliation of custodial bank accounts applicable to the Company during the year ended December 31, 2004. The Company did not comply with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to resolve reconciling items within 90 calendar days of their original identification as specified by their minimum servicing standards.
In our opinion, except for the material noncompliance described in the preceding paragraph, the Company complied, in all material respects, with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004, as set forth in Appendix I.
/s/ Deloitte & Touche LLP
February 28, 2005
Member of Deloitte Touche Tohmatsu
APPENDIX I
MINIMUM SERVICING STANDARDS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
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.
4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents.
III DISBURSEMENTS
1. Disbursement 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.
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. (A compilation of state laws relating to the payment of interest on escrow accounts may be obtained through the MBA's FAX ON DEMAND service. For more information, contact MBA.)
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.
EX-99.1 (c) (logo) KPMG
KPMG LLP 55 Second Street San Francisco, CA 94105
Independent Accountants' Report
The Board of Directors North Fork Bancorporation, Inc.:
We have examined management's assertion, included in the accompanying Management Assertion, that GreenPoint Mortgage Funding, Inc., a wholly owned subsidiary of North Fork Bancorporation, Inc., complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for GreenPoint Mortgage Funding, Inc.'s compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards specified above and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on GreenPoint Mortgage Funding, Inc.'s compliance with the minimum servicing standards.
Management identified the following material noncompliance with minimum servicing standards over mortgage payments as of and for the year ended December 31, 2004. The mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month.
In our opinion, except for the material noncompliance described in the third paragraph, management's assertion that GreenPoint Mortgage Funding, Inc. complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects.
/s/ KPMG LLP
March 17, 2005
KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.
EX-99.1 (d) (logo) Deloitte
Deloitte & Touche LLP 180 N. Stetson Avenue Chicago, IL 60601-6779 USA Tel: +1 312 946 3000 Fax: +1 312 946 2600 www.deloitte.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Morgan Stanley Dean Witter Credit Corporation Riverwoods, Illinois
We have examined management's assertion that Morgan Stanley Dean Witter Credit Corporation (the "Company") has complied as of and for the year ended December 31, 2004, with its established minimum servicing standards described in the accompanying Management's Assertion dated February 23, 2005 for the consumer loans sold to Morgan Stanley Mortgage Loan Trust 2004-2AR, 2004-3, 2004-4, 2004-5AR, 2004-6AR, 2004-7AR, 2004-9, 2004-10AR, 2004-11AR. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants as adopted by the Public Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with its minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with its minimum servicing standards.
In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004, is fairly stated, in all material respects, based on the criteria set forth in Appendix A.
/s/ Deloitte & Touche LLP
February 23, 2005
Member of Deloitte Touche Tohmatsu
APPENDIX A
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
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.
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.
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.
EX-99.1 (e) (logo) KPMG
KPMG LLP 2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309
Independent Accountants' Report
The Board of Directors Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.:
We have examined management's assertion, included in the accompanying Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company), that the Company complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) as of and for the year ended December 31, 2004. Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards specified above and performing such other procedures, as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards.
In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2004 is fairly stated, in all material respects.
/s/ KPMG LLP
February 23, 2005
EX-99.2 (a) Exhibit I
Bank of America (logo)
Bank of America 475 CrossPoint Parkway PO Box 9000 Getzville, NY 14068.9000
Management's Assertion Concerning Compliance with USAP Minimum Servicing Standards
March 11, 2005
As of and for the year ended December 31, 2004, Bank of America, N.A. (the "Company"), has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP").
As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amounts of $325,000,000 and $180,000,000, respectively.
/s/ Floyd S. Robinson Floyd S. Robinson Senior Vice President President Consumer Real Estate Bank of America, N.A.
/s/ H. Randall Chestnut H. Randall Chestnut Senior Vice President Bank of America, N.A.
/s/ Mike Kula Mike Kula Senior Vice President Finance Executive Bank of America, N.A.
/s/ Robert Caruso Robert Caruso Senior Vice President National Servicing Executive Bank of America, N.A.
/s/ J. Mark Hanson J. Mark Hanson Senior Vice President Bank of America, N.A.
EX-99.2 (b) Cendant Mortgage 3000 Leadenhall Road Mt. Laurel, NJ 08054
(logo) CENDANT Mortgage
February 28, 2005
As of and for the year ended December 31, 2004, Cendant Mortgage Corporation (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except for as discussed below.
During the year ended December 31, 2004, the Company determined it was materially non-compliant with the requirement to prepare custodial bank account reconciliations within 45 calendar days after the cutoff date and the requirement to identify and resolve reconciling items within 90 calendar days as specified by the minimum servicing standards.
The Company has undertaken remediation activities to address this material instance of non-compliance as of December 31, 2004.
As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $160 million and $20 million, respectively.
Cendant Mortgage Corporation
/s/ Terence Edwards Terence W. Edwards President and Chief Executive Officer
/s/ Mark Danahy Mark Danahy Senior Vice President and Chief Financial Officer
/s/ Martin L. Foster Martin L. Foster Senior Vice President - Loan Servicing
EX-99.2 (c) PO Box 84013 Columbus, GA 31908-4013
(logo) GreenPoint Mortgage
Servicing Division
Management Assertion
March 17, 2005
As of and for the year ended December 31, 2004, GreenPoint Mortgage Funding, Inc. (the "Company") has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers, except for the following:
* In certain circumstances, the mortgage interest rate changes on certain Home Equity Lines of Credit were not adjusted at the appropriate date in accordance with the mortgagor's loan documents. This resulted in the mortgagor being overcharged for the period from the interest rate change until the correct effective date, which was the first day of the following month. This error was identified by Management and the systemic issue that caused the incorrect calculation of interest was resolved prior to the issuance of this letter.
As of and for the year ended December 31, 2004, the Company had in effect a fidelity bond in the amount of $25,000,000 for a single loss limit and an aggregate limit of liability of $50,000,000 and an errors and omissions policy in the amount of $25,000,000 for a single loss limit and no aggregate limit of liability.
Very truly yours,
GreenPoint Mortgage Funding, Inc., as Servicer
/s/ S.A. Ibrahim S.A Ibrahim Chief Executive Officer
/s/ Mike De Francesco Mike De Francesco Senior Vice President - Loan Administration
/s/ David Petrini Dave Petrini Chief Financial Officer
EX-99.2 (d) MORGAN STANLEY DEAN WITTER CREDIT CORPORATION
Michael J. Gillespie Finance Director
Management's Assertion
As of and for the year ended December 31, 2004, Morgan Stanley Dean Witter Credit Corporation (the "Company") has complied, in all material respects, with the Company's established minimum servicing standards for consumer loans being serviced as set forth in Appendix A (the "Standards"). The Standards are based on the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, Morgan Stanley had in effect a fidelity bond in excess of $20 million and errors and omissions policy in the amount of $5 million under which the Company was covered.
/s/ Thomas F. White Thomas F. White President and Chief Executive Officer & Director of Mortgage Lending
/s/ Martin W. Slusarz Martin W. Slusarz Senior Vice President, Controller
February 23, 2005
2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903
Management Assertion 12 31 04
APPENDIX A
MINIMUM SERVICING STANDARDS AS SET FORTH IN THE MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS
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. 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. 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.
EX-99.2 (e) (logo) Wells Fargo Home Mortgage
1 Home Campus Des Moines, IA 50328
Assertion of Management of Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A
As of and for the year ended December 31, 2004, Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A. (the Company) has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers.
As of and for this same period, the Company had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively.
/s/ Michael J. Heid February 23, 2005 Michael J. Heid, Division President, Capital Markets, Finance, & Administration Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
/s/ Franklin R. Codel February 23. 2005 Franklin R. Codel, Executive Vice President, Finance and Corporate Real Estate Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
/s/ Michael Lepore February 23. 2005 Michael Lepore, Executive Vice President, Institutional Lending Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
/s/ Mary Coffin February 23, 2005 Mary Coffin, Executive Vice President, Servicing & Post Closing Wells Fargo Home Mortgage, a division of Wells Fargo Bank, N.A.
Wells Fargo Home Mortgage Is a division of Wells Fargo Bank, N.A.
EX-99.3 (a) (logo) BANK OF AMERICA, NA. Bank of America 475 CrossPoint Parkway PO Box 9000 Getzville, NY 14068-9000
BANK OF AMERICA, N.A. OFFICER'S CERTIFICATE PURSUANT TO SECTION 11.20 OF SERIES MSM04-11A, MSM04-2AR, MSM04-5AR, MSM04-8AR
I, Suzanne M. Haumesser, Senior Vice President of Bank of America, N.A. (the "Servicer"), hereby certify pursuant to Section 11.20 of those Mortgage Loan Sale and Servicing Agreements, (the "Servicing Agreements") between Bank of America, N.A. and Wells Fargo Bank, N.A: that: (a) a review of the activities of the Servicer during calendar year 2004 and of the performance of the. Servicer under the Agreements has been made under my supervision, and (b) to the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations. under the Agreements throughout calendar year 2004.
Dated: March 15, 2005
BANK OFAMERICA N.A. By: /s/ Suzanne M. Haumesser Name: Suzanne M. Haumesser Title: Senior Vice President
EX-99.3 (b) PHH Mortgage Services
(logo) PHH
Wells Fargo Bank. N.A. 9062 Old Annapolis Rd. Columbia, MD 21054 Attention: Kim
RE: Annual Statement as to Compliance
Investor number(s)/Deal name(s): as listed on the attached Schedule A
Dear Investor, Master Servicer or Trustee,
The undersigned officer certifies the following for PHH Mortgage Corp. f/k/a Cendant Mortgage Corp. for the 2004 calendar year. To the best of our knowledge:
a) The activities and performance of the Servicer during the preceding Fiscal year under the terms of the above Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide and to the best of my knowledge the Servicer has fulfilled all of its duties, responsibilities or obligations under this Agreement throughout such year, or if there has been default or failure of the Servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported to Wells Fargo Bank; b) The Servicer is currently an approved FNMA or FHLMC Servicer in good standing: c) The Fidelity Bond, the Errors and Omissions Insurance Policy and any other bonds required under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Servicer Guide are in full force and effect; d) All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if applicable) and Primary Mortgage Insurance Policy (if applicable), with respect to each Mortgaged Property, have been paid and that such insurance policies are in full force and effect; e) All real estate taxes, governmental assessments and any other expenses accrued and due, that if not paid could result in a lien or encumbrance on any Mortgage Property, have been paid, or if any such costs or expenses have been paid with respect to any Mortgaged Property, the reason for the non-payment has been reported to Wells Fargo Bank; f) All Custodial Accounts have been reconciled and are properly funded; and g) All annual reports of Foreclosure and Abandonment of Mortgaged Property required per section 6050H, 6050J and 6050P of the Internal Revenue Code, respectively, have been prepared and filed.
Certified by
/s/ William E. Fricke, Jr. William E. Fricke, Jr. Assistant Vice President
3/15/05 Date:
PHH Mortgage Services
(logo) PHH
SCHEDULE A
BAY 2004-C MARM 2004-3 THB 2004-1 BAY 2004-D MARM 2004-4 THB 2004-2 BSA 2003-AC7 MARM 2004-5 WFMBS 2004-1 BSA 2004-AC1 MASTR 2003-10 BSA 2004-AC2 MASTR 2003-11 BSA 2004-AC4 MASTR 2003-12 BSA 2004-AC5 MASTR 2003-7 BSA 2004-AC6 MASTR 2003-8 BSL 2003-7 MASTR 2003-9 BSL 2004-12 MASTR 2004-1 BSL 2004-3 MASTR 2004-10 BSL 2004-4 MASTR 2004-11 BSL 2004-6 MASTR 2004-3 BST 2003-9 MASTR 2004-4 BST 2004-1 MASTR 2004-5 BST 2004-10 MASTR 2004-6 BST 2004-12 MASTR 2004-8 CSF 2004-1 MASTR 2004-9 CSF 2004-AR1 MLC 2004-1 CSF 2004-AR2 MLC 2004-A HBV 2004-10 MLC 2004-B JPMMT 2004-Al MLC 2004-C JPMMT 2004-A2 MLC 2004-D JPMMT 2004-A3 MLC 2004-E JPMMT 2004-A4 MLC 2004-F JPMMT 2004-A5 MLC 2004-G JPMMT 2004-A6 MLC 2004-HB1 JPMMT 2004-S2 MLM 2004-A01 MAL 2004-1 MSML 2004-10AR MAL 2004-10 MSML 2004-11A MAL 2004-11 MSML 2004-2AR MAL 2004-12 MSML 2004-3 MAL 2004-13 MSML 2004-4 MAL 2004-3 MSML 2004-5AR MAL 2004-4 MSML 2004-6AR MAL 2004-5 MSML 2004-7AR MAL 2004-6 MSML 2004-8AR MAL 2004-7 MSML 2004-9 MAL 2004-8 MSSTA 2004-1 MAL 2004-9 PAM 2004-CL1 MARM 2004-1 PRM 2004-CL2 MARM 2004-10 SAIL 2004-7 MARM 2004-11 SAM 2004-AR1 MARM 2004-15 THB 2003-2 MARM 2004-2 THB 2003-5
EX-99.3 (c) PO Box 84013 Columbus GA 31908-4013 Tel. 800.784.5566
GreenPoint (logo) Mortgage
March 15, 2005
Wells Fargo Bank, National Association 9062 Old Annapolis Road Columbia, Maryland 21045 Attn: Master Servicer-Morgan Stanley
Morgan Stanley Mortgage Capital Inc. 1633 Broadway New York, New York 10019 Attn: Whole Loan Operations Manager
Re: Annual Statement of Compliance for the Assignment, Assumption and Recognition Agreements listed on Exhibit A hereto ( each as "Agreement") by GreenPoint Mortgage Funding, Inc., as Servicer
Ladies and Gentlemen:
Pursuant to the Assignment, Assumption and Recognition Agreement with respect to the above-referenced offering, the undersigned officer of GreenPoint Mortgage Funding, Inc. (as "Servicer") hereby certifies as to the following (capitalized terms have the meanings used in each Agreement):
1. A review of the activities of the Servicer and its performance under each Agreement during the preceding fiscal year since the inception of the trust has been made under the direct supervision of the undersigned officer; and
2. To the best knowledge of the undersigned officer, based on such review, the Servicer has fulfilled all of its material obligations under each Agreement throughout the applicable period, and there has been no known default in the fulfillment of the Servicer's material obligations throughout such period.
Very truly yours,
GREENPOINT MORTGAGE FUNDING, INC., as Servicer
By: /s/ Michael DeFrancesco Name: Michael DeFrancesco Title: Senior Vice President, Loan Administrator
Aviso Importante Para Las Personas Habla Espanol Si usted no entiendo el contenido de esta carta por favor obienga una traduccion immediamente
2300 Brookstone Centre Pkwy Columbus GA 31094 Customer Service Hours: Monday - Friday, 8:30 AM - 8:00 PM, Eastern www.greenpointservice.com
Exhibit A
Assignment, Assumption and Recognition Agreement among Morgan Stanley Mortgage Capital, Inc., Morgan Stanley Capital I Inc., Wells Fargo Bank, National Association as master servicer and GreenPoint Mortgage Funding, Inc. for the following Morgan Stanley Mortgage Loan Trusts:
MSM 2004 1 MSM 2004 4 MSM 2004 9 MSM 2004 2AR MSM 2004 5AR MSM 2004 6AR MSM 2004 7AR MSM 2004 8AR MSM 2004 10AR MSM 2004 11AR
EX-99.3 (d) MORGAN STANLEY DEAN WITTER CREDIT CORPORATION
Michael J. Gillespie Accounting Director
Officer's Certificate
Pursuant to the Servicing Agreement between Morgan Stanley Dean Witter Credit Corporation, formerly known as NOVUS Financial Corporation, as seller and servicer (referred to herein in such capacity as the "Servicer"), and Morgan Stanley Mortgage Loan Trust 2004-2AR, 2004-3, 2004-4, 2004-5AR, 2004-6AR, 2004-7AR, 2004-9, 2004- 10AR, 2004-11AR, the undersigned, hereby states that:
(1) A review of the activities of the Servicer and of its performance under the Servicing Agreement during the calendar year ended December 31, 2004 has been made under my supervision; and
(2) To the best of my knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such period.
MORGAN STANLEY DEAN WITTER CREDIT CORPORATION
By /s/ Douglas J. Bush Douglas J. Bush Title Director Dated as of December 31, 2004
By: /s/ David Bianucci David Bianucci Title Vice President Dated as of December 31, 2004
2500 Lake Cook Road, 1 East, Riverwoods, Illinois 60015 Tel (224) 405-1903
EX-99.3 (e) (logo) WELLS FARGO HOME MORTGAGE
Wells Fargo Home Mortgage One Home Campus Des Moines, IA 50328-0001
March 1, 2005
Re: 2004 Annual Certification
We hereby certify to the best of our knowledge and belief that for the calendar year of 2004:
1. All real estate taxes, bonds assessments and other lienable items have been paid.
2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have been paid (if applicable).
3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid.
4. We have made all property inspections as required.
5. Fidelity bond and Errors and Omissions insurance coverage currently exists.
6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any of such duties, responsibilities or obligations, a description of each default or failure and the nature and status thereof has been reported.
Sincerely,
/s/ John B. Brown
John B. Brown Vice President Wells Fargo Home Mortgage Inc.
Wells Fargo Home Mortgage is a division of Wells Fargo Bank, N.A.
Ex-99.4
Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders