ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.14a


EXECUTION COPY


ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of May 1, 2006, is entered into among Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan Stanley
Mortgage Capital Inc. ("MSMCI"), Wachovia Mortgage Corporation as seller
("Wachovia" and, in such capacity, the "Seller") and servicer (in such
capacity, the "Servicer"), and acknowledged by LaSalle Bank National
Association, as trustee (the "Trustee") of Morgan Stanley Mortgage Loan Trust
2006-7 (the "Trust"), and Wells Fargo Bank, National Association, as master
servicer (or any successor master servicer, the "Master Servicer").

RECITALS

WHEREAS MSMCI, the Seller and the Servicer have entered into a
certain Seller's Purchase, Warranties and Servicing Agreement, dated as of
September 1, 2004 (the "Initial Agreement"), as supplemented by the Regulation
AB Compliance Addendum (the "Reg AB Addendum"), dated as of November 22, 2005,
(as further amended or modified to the date hereof, the "Agreement"), pursuant
to which MSMCI has acquired certain Mortgage Loans pursuant to the terms of
the Agreement and the Servicer has agreed to service such Mortgage Loans;

WHEREAS the Depositor has agreed, on the terms and conditions
contained herein, to purchase from MSMCI certain of the Mortgage Loans (the
"Specified Mortgage Loans") which are subject to the provisions of the
Agreement and are listed on the mortgage loan schedule attached as Exhibit I
hereto (the "Specified Mortgage Loan Schedule"); and

WHEREAS the Trustee, on behalf of the Trust, has agreed, on the terms
and conditions contained herein, to purchase from the Depositor the Specified
Mortgage Loans;

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

(a) On and as of the date hereof, MSMCI hereby sells, assigns and
transfers to the Depositor all of its right, title and interest in the
Specified Mortgage Loans and all rights and obligations related thereto as
provided under the Agreement to the extent relating to the Specified Mortgage
Loans, the Depositor hereby accepts such assignment from MSMCI (the "First
Assignment and Assumption"), and the Seller hereby acknowledges the First
Assignment and Assumption.

MSMCI specifically reserves and does not assign to the
Depositor hereunder any and all right, title and interest in, to and under and
all obligations of MSMCI with respect to any Mortgage Loans subject to the
Agreement which are not the Specified Mortgage Loans.

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


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(c) On and as of the date hereof, MSMCI represents and warrants to
the Depositor and the Trustee that MSMCI has not taken any action that would
serve to impair or encumber the respective ownership interests of the
Depositor and the Trustee in the Specified Mortgage Loans since the date of
MSMCI's acquisition of the Specified Mortgage Loans.

2. Recognition of Trustee

(a) From and after the date hereof, both MSMCI and the Seller shall
note the transfer of the Specified Mortgage Loans to the Trustee, in their
respective books and records and shall recognize the Trustee, on behalf of the
Trust, as of the date hereof, as the owner of the Specified Mortgage Loans,
and Servicer shall service the Specified Mortgage Loans for the benefit of the
Trust pursuant to the Agreement, as modified hereby, the terms of which are
incorporated herein by reference. It is the intention of the Seller, the
Servicer, the Depositor, the Trustee and MSMCI that this Assignment shall be
binding upon and inure to the benefit of the Depositor, the Trustee and MSMCI
and their respective successors and assigns.

(b) Without in any way limiting the foregoing, the parties confirm
that this Assignment includes the rights relating to amendments or waivers
under the Agreement. Accordingly, the right of MSMCI to consent to any
amendment of the Agreement and its rights concerning waivers as set forth in
Sections 11.02 and 8.02 of the Agreement shall be exercisable, to the extent
any such amendment or waiver affects the Specified Mortgage Loans or any of
the rights under the Agreement with respect thereto (other than the servicing
of the Specified Mortgage Loans, which shall be enforced by the Master
Servicer) by the Trustee as assignee of MSMCI.

(c) 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 the 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 the date hereof among the Depositor, the Master Servicer, Wells
Fargo Bank, National Association, as securities administrator (the "Securities
Administrator") and the Trustee (the "Pooling and Servicing Agreement"), (ii)
each of the representations, undertakings and agreements herein made on the
part of assignee is made and intended not as personal representations,
undertakings and agreements by LaSalle 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 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 Seller or MSMCI other than those
contained in the 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.



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(c) Each of the Depositor, MSMCI, Seller and Servicer hereto
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 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 Seller hereby makes, as of the Closing Date (as defined in
the Pooling and Servicing Agreement referred to below), the representations
and warranties set forth in Section 3.01 of the Agreement, to and for the
benefit of the Depositor, the Trustee and the Trust, and by this reference
incorporates such representations and warranties herein, as of such Closing
Date.

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 Agreement.
Such rights will include, without limitation, the right to terminate the
Servicer under the Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be made by the
Servicer under the Agreement, the right to receive all monthly reports and
other data required to be delivered by the Servicer under the Agreement, the
right to examine the books and records of the Servicer, indemnification rights
and the right to exercise certain rights of consent and approval of MSMCI. The
Servicer shall make all distributions under the Agreement to the Master
Servicer by wire transfer of immediately available funds to:

Wells Fargo Bank, National Association
ABA Number: 121-000-248
Account Name: Corporate Trust Clearing
Account number: 3970771416
For further credit to: [?], MSM 2006-7

The Servicer shall deliver all reports required to be delivered under
the Agreement to the Master Servicer at the following address:

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, MSM 2006-7
Telecopier: (410) 715-2380

5. Amendments to the Initial Agreement

The parties to this Assignment hereby agree to amend the Initial
Agreement as follows:

(a) With respect to the Specified Mortgage Loans, "Permitted
Investments" shall mean at any time, any one or more of the
following obligations and securities:

(i) obligations of the United States or any agency
thereof, provided that such obligations are backed
by the full faith and credit of the United States;

(ii) general obligations of or obligations
guaranteed by any state of the United States or the
District of Columbia receiving the highest
long-term debt rating of



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each Rating Agency, or such lower rating as
shall not result in the downgrading or withdrawal
of the ratings then assigned to the Certificates
by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;

(iii) commercial or finance company paper which
is then receiving the highest commercial or finance
company paper rating of each Rating Agency rating
such paper, or such lower rating as shall not
result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the
Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

(iv) certificates of deposit, demand or time
deposits, or bankers' acceptances issued by any
depository institution or trust company
incorporated under the laws of the United States or
of any state thereof and subject to supervision and
examination by federal and/or state banking
authorities, provided that the commercial paper
and/or long-term unsecured debt obligations of such
depository institution or trust company (or in the
case of the principal depository institution in a
holding company system, the commercial paper or
long-term unsecured debt obligations of such
holding company, but only if Moody's is not the
applicable Rating Agency) are then rated one of the
two highest long-term and the highest short-term
ratings of each Rating Agency for such securities,
or such lower ratings as shall not result in the
downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating
Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

(v) demand or time deposits or certificates of
deposit issued by any bank or trust company or
savings institution to the extent that such
deposits are fully insured by the FDIC;

(vi) guaranteed reinvestment agreements issued
by any bank, insurance company or other corporation
acceptable to the Rating Agencies at the time of
the issuance of such agreements, as evidenced by a
signed writing delivered by each Rating Agency;

(vii) repurchase obligations with respect to
any security described in clauses (i) and (ii)
above, in either case entered into with a
depository institution or trust company (acting as
principal) described in clause (iv) above;

(viii) securities (other than stripped bonds,
stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof)
bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the
United States or any state thereof which, at the
time of such investment, have one of the two
highest ratings of each Rating Agency (except if
the Rating Agency is Moody's, such rating shall be
the highest commercial paper rating of Moody's for
any such series), or such lower rating as shall not
result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the
Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

(ix) interests in any money market fund which
at the date of acquisition of the interests in such
fund and throughout the time such interests are
held in such fund has the highest applicable rating
by each Rating Agency rating such fund or such



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lower rating as shall not result in a change in the
rating then assigned to the Certificates by each
Rating Agency, as evidenced by a signed writing
delivered by each Rating Agency, including funds
for which the Trustee, the Master Servicer, the
Securities Administrator or any of its Affiliates
is investment manager or adviser;

(x) short-term investment funds sponsored by
any trust company or national banking association
incorporated under the laws of the United States or
any state thereof which on the date of acquisition
has been rated by each applicable Rating Agency in
their respective highest applicable rating category
or such lower rating as shall not result in a
change in the rating then specified stated maturity
and bearing interest or sold at a discount
acceptable to each Rating Agency as shall not
result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the
Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency; and

(xi) such other investments having a specified
stated maturity and bearing interest or sold at a
discount acceptable to the Rating Agencies as shall
not result in the downgrading or withdrawal of the
ratings then assigned to the Certificates by the
Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

provided, that no such instrument shall be a
Permitted Investment if (i) such instrument
evidences the right to receive interest only
payments with respect to the obligations underlying
such instrument or (ii) such instrument would
require the Depositor to register as an investment
company under the Investment Company Act of 1940,
as amended.

(b) The definition of "Remittance Date" in Section 1.01 of the
Initial Agreement is hereby amended and restated in its
entirety as follows:

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

(c) The definition of "Servicing Fee" in Section 1.01 of the
Initial Agreement is hereby amended and restated in its
entirety as follows:

"The Servicing Fee with respect to each Mortgage Loan for any
calendar month (or a portion thereof) shall be 1/12 of the product of (i) the
Scheduled Principal Balance of the Mortgage Loan and (ii) the Servicing Fee
Rate applicable to such Mortgage Loan. Such fee shall be payable monthly,
computed on the basis of the same principal amount and period respecting which
any related interest payment on a Mortgage Loan is computed."

(d) The definition of "Servicing Fee Rate" in Section 1.01 of
the Initial Agreement is hereby amended and restated in its
entirety as follows:

"Servicing Fee Rate": With respect to the adjustable rate Mortgage
Loans, 0.250% per annum."

(e) Subsection 3.02(d) of the Initial Agreement is hereby
amended and restated in its entirety as follows:

"As of the Closing Date, none of the Mortgage Loans are contractually
past due by more than 30 days;"



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(f) The following paragraphs are hereby incorporated into the
Initial Agreement at the end of Section 4.13:

"The Seller shall prepare for and deliver to the Purchaser, or its
designee, a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the maintenance of such REO Property at such times as is
necessary to enable the Purchaser, or its designee, to comply with the
reporting requirements of the REMIC Provisions. The net monthly rental income,
if any, from such REO Property shall be deposited in the Certificate Account
no later than the close of business on each Determination Date. The Seller
shall perform the tax reporting and withholding required by Sections 1445 and
6050J of the Code with respect to foreclosures and abandonments, the tax
reporting required by Section 6050H of the Code with respect to the receipt of
mortgage interest from individuals and any tax reporting required by Section
6050P of the Code with respect to the cancellation of indebtedness by certain
financial entities, by preparing such tax and information returns as may be
required, in the form required, and delivering the same to the Purchaser, or
its designee, for filing.

Notwithstanding any other provision of this Agreement, no Mortgaged
Property acquired by the Purchaser, or its designee, shall be rented (or
allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Purchaser, or its designee, in such a manner or
pursuant to any terms that would (i) cause such Mortgaged Property to fail to
qualify as "foreclosure property" within the meaning of section 860G(a)(8) of
the Code or (ii) subject any REMIC to the imposition of any federal, state or
local income taxes on the income earned from such Mortgaged Property under
Section 860G(c) of the Code or otherwise, unless the Seller has agreed to
indemnify and hold harmless the Purchaser, or its designee, with respect to
the imposition of any such taxes."

(g) The second paragraph of Section 5.01 of the Initial
Agreement is hereby amended and restated in its entirety as
follows:

"With respect to any remittance received by the Purchaser after the
Business Day on which such payment was due, the Seller shall pay to the
Purchaser interest on any such late payment at an annual rate equal to the
Prime Rate, adjusted as of the date of each change, plus two percentage
points, but in no event greater than the maximum amount permitted by
applicable law. Such interest shall be deposited in the Custodial Account by
the Seller on the date such late payment is made and shall cover the period
commencing with such Business Day on which such payment was due and ending
with the Business Day on which such payment is made, both inclusive. Such
interest shall be remitted along with the distribution payable on the next
succeeding Remittance Date. The payment by the Seller of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event
of Default by the Seller."

(h) The first paragraph of Section 5.02 of the Initial
Agreement is hereby amended and restated in its entirety as
follows:

"Not later than the 5th Business Day of each month (or if such 5th
day is not a Business Day, the Business Day next succeeding such 5th day), the
Seller shall furnish to the Master Servicer in electronic form mortgage loan
level data as mutually agreed upon by the Seller and the Master Servicer and
the monthly reports substantially in the form of Exhibit J attached hereto
with respect to the Mortgage Loans and the period from but including the first
day of the preceding calendar month through but excluding the first day of
such month."

(i) The first paragraph of Section 5.03 of the Initial
Agreement is hereby amended and restated in its entirety as
follows:

"Not later than the close of business on the Business Day preceding
each Remittance Date, the Seller shall either (a) deposit in the Custodial
Account from its own funds an amount equal to the



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principal and interest portion of all Monthly Payments (with interest adjusted
to the Mortgage Loan Remittance Rate) which were due on the Mortgage Loans
during the applicable Due Period and which were delinquent at the close of
business on the immediately preceding Determination Date or which were
deferred pursuant to Section 4.01, (b) cause to be made an appropriate entry
in the records of the Custodial Account that amounts held for future
distribution have been, as permitted by this Section 5.03, used by the Seller
in discharge of any such Monthly Advance or (c) make Monthly Advances in the
form of any combination of (a) or (b) aggregating the total amount of Monthly
Advances to be made, whether or not deferred pursuant to Section 4.01, which
were due on a Mortgage Loan on the immediately preceding Due Date and
delinquent at the close of business on the related Determination Date."

(j) The word "or" is deleted from the end of Section 8.01(vii),
the word "or" is added at the end of Section 8.01(viii) and the
following paragraph is hereby incorporated into the Agreement
as new Section 10.01(ix):

"(ix) failure by the Seller to duly perform, within the required time
period, its obligations under Section 2.04 and Section 2.05 of the Reg AB
Addendum which failure continues unremedied for a period of fourteen (14) days
after the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Seller by any party to this
Agreement or by any master servicer responsible for master servicing the
Mortgage Loans pursuant to a securitization of such Mortgage Loans;"

(k) The following paragraph is hereby incorporated into the
Initial Agreement as new Section 11.19:

"Third Party Beneficiary. For purposes of this Agreement, including
but not limited to Section 2.04 and Section 2.05, respectively, of the Reg AB
Addendum, any Master Servicer shall be considered a third party beneficiary to
this Agreement (including the Reg AB Addendum and any other amendments or
modifications thereto) entitled to all the rights and benefits accruing to any
Master Servicer herein as if it were a direct party to this Agreement."

(l) Section 6.04 and Section 6.05 are hereby deleted from the
Initial Agreement, it being understood that they are superseded
by Section 2.04 and Section 2.05, respectively, of the Reg AB
Addendum.

(m) The second sentence in Section 8.01 of the Initial
Agreement is hereby replaced by the following:

"On or after the receipt by the Seller of such written notice of
termination, all authority and power of the Seller, as servicer, under this
Agreement, whether with respect to the Mortgage Loans or otherwise, shall pass
to and be vested in the successor appointed pursuant to Section 11.01."

(n) Exhibit J to the Initial Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit J attached to
this Assignment as Exhibit II.

6. Amendments to the Reg AB Addendum

(a) The following is added as new defined terms in Article I of the
Reg AB Addendum:

Indemnified Party: each Party described in the first sentence of Section
2.07(a) hereof.

(b) The words "for a period" are hereby deleted from and the
reference to "Securitization Transfer" is revised to read
"Securitization Transaction" in each case in the second
paragraph of Section 2.01(a) of the Reg AB Addendum.



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(c) Section 2.03(d) of the Reg AB Addendum 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 and Third-Party Originator 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 or any Third-Party Originator 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 or any Third-Party Originator 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
the Agreement or any Reconstitution Agreement, and (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 Subservicer to perform or
assist the Company with the performance of any of the Company's obligations
under the Agreement or any Reconstitution Agreement, and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or
relationships."

(d) Section 2.03(f) of the Reg AB Addendum 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 the 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 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 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).

(e) The following is inserted as Section 2.03(g) of the Reg AB
Addendum:

"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 as may be
reasonably requested by the Purchaser, any Master Servicer or any Depositor."



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(f) Section 2.04 and Section 2.05 of the Reg AB Addendum are each
revised to require that the delivery of the documents,
certifications and reports thereunder shall occur on or before
March 15 of each calendar year, commencing in March 2007.

(g) Section 2.05(a)(iv) of the Reg AB Addendum 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 Company, in the form attached hereto as Exhibit A. 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."

(h) The second sentence of Section 2.06(a) is amended to require
the Company to cause any Subservicer or Subcontractor to comply
with all of the following Sections of the Reg AB Addendum:
Section 2.02, Section 2.03(c), (e), (f) and (g), Section 2.04,
Section 2.05, Section 2.06(a) and Section 2.07.

(i) The last sentence of the second paragraph of Section 2.06(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 this Section 2.05.

(j) Section 2.07(a)(ii) of the Reg AB Addendum is hereby amended
and restated in its entirety as follows:

"(ii) any breach by the Company under this Article II, including
particularly any failure by the Company, any Subservicer, any
Subcontractor or any Third-Party Originator 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 2.06(b) any
Subcontractor "participating in the servicing function" within the
meaning of Item 1122 of Regulation AB;"

(k) The word "or" is added at the end of Section 2.07(a)(iii) of
the Reg AB Addendum and the following is inserted to Section
2.07(a) of the Reg AB Addendum:

"(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."

(l) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
2.07(b)(i) of the Reg AB Addendum:



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"(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)"

(m) Exhibit B to the Reg AB Addendum is hereby replaced by Exhibit
A-1 hereto.

(n) Written notice provided in compliance with Sections 2.03(d),
(e) or (g) of the Reg AB Addendum shall be substantially in the
form of Exhibit B-1 to this Agreement.



7. Continuing Effect

Except as contemplated hereby, the Agreement shall remain in full
force and effect in accordance with its terms.

8. 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.

9. Notices

Any notices or other communications permitted or required under the
Agreement to be made to the Depositor, MSMCI, the Seller, the Servicer and the
Trustee shall be made in accordance with the terms of the Agreement and shall
be sent as follows:

In the case of MSMCI:

Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: Morgan Stanley Mortgage Loan Trust 2006-7


With a copy to:

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

In the case of the Depositor:

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan Stanley Mortgage Loan Trust 2006-7



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In the case of the Trustee:

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-7

In the case of Wachovia and the Servicer:

Wachovia Mortgage Corporation
901 South Tryon Street
Charlotte, North Carolina 28202
Attention: Kendal Leeson

With a copy to:

Wachovia Mortgage Corporation
1100 Corporate Center Drive
Raleigh, North Carolina 27607
Attention: Tom Fowler

or to such other address as may hereafter be furnished by the Depositor and
the Trustee to the parties in accordance with the provisions of the Agreement.

10. Ratification

Except as modified and expressly amended by this Assignment, the
Agreement is in all respects ratified and confirmed, and all terms, provisions
and conditions thereof shall be and remain in full force and effect.

11. 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.

12. Definitions

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

[SIGNATURE PAGE FOLLOWS]



11
<PAGE>



IN WITNESS WHEREOF, the parties hereto have executed this Assignment
the day and year first above written.

MORGAN STANLEY MORTGAGE CAPITAL INC.


By: /s/ Valerie Kay
---------------------------------------
Name: Valerie Kay
Title: Vice President


MORGAN STANLEY CAPITAL I INC.


By: /s/ Valerie Kay
---------------------------------------
Name: Valerie Kay
Title: Vice President


WACHOVIA MORTGAGE CORPORATION


By: /s/ Kendal A. Lesson
---------------------------------------
Name: Kendal A. Leeson
Title: Vice President




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


By: /s/ Patricia M. Russo
----------------------------------
Name: Patricia M. Russo
Title: Vice President


LASALLE BANK, NATIONAL
ASSOCIATION, as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-7


By: /s/ Christopher Lewis
----------------------------------
Name: Christopher Lewis
Title: Assistant Vice President

<PAGE>


EXHIBIT I

Mortgage Loan Schedule

[see Schedule A to Pooling and Servicing Agreement]




<PAGE>


Exhibit IIA: Standard File Layout - Delinquency Reporting
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