ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.7(a)

EXECUTION COPY

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated January 1, 2006 (this
"Assignment"), among Morgan Stanley Mortgage Capital Inc. ("MSMCI" or the
"Purchaser"), GMAC Mortgage Corporation, a Pennsylvania corporation
("Servicer"), and LaSalle Bank National Association ("LaSalle"), as trustee
("Trustee") of Morgan Stanley Mortgage Loan Trust 2006-2 (the "Trust") and
acknowledged by Wells Fargo Bank, National Association, as master servicer (in
such capacity, the "Master Servicer") and as securities administrator (in such
capacity, the "Securities Administrator") and Morgan Stanley Capital I Inc.
(the "Depositor").

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

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

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

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

1. Assignment and Assumption

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

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

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


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

2. Recognition of Trustee

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

It is expressly understood and agreed by the parties hereto that (i)
this Assignment is executed and delivered by LaSalle Bank National
Association, not individually or personally but solely on behalf of the Trust,
as assignee, in the exercise of the powers and authority conferred and vested
in it, as Trustee, pursuant to the Pooling and Servicing Agreement dated as of
January 1, 2006 among the Depositor, Wells Fargo Bank, National Association,
as securities administrator and master servicer, and the Trustee (the "Pooling
and Servicing Agreement"), (ii) each of the representations, undertakings and
agreements herein made on the part of the Trust as assignee is made and
intended not as personal representations, undertakings and agreements by
LaSalle Bank National Association but is made and intended for the purpose of
binding only the Trust, (iii) nothing herein contained shall be construed as
creating any liability for LaSalle Bank National Association, individually or
personally, to perform any covenant (either express or implied) contained
herein and (iv) under no circumstances shall LaSalle Bank National Association
be personally liable for the payment of any indebtedness or expenses of the
Trust, or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under
this Assignment and (v) all recourse for any payment liability or other
obligation of the Trust as assignee shall be had solely to the assets of the
Trust.

3. Representations and Warranties

(a) The Depositor represents and warrants that it is a sophisticated
investor able to evaluate the risks and merits of the transactions
contemplated hereby, and that it has not relied in connection therewith upon
any statements or representations of the Servicer or MSMCI other than those
contained in the Servicing Agreement or this Assignment.

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

(c) Each of the Depositor, the Purchaser and the Servicer represents
and warrants that this Assignment has been duly authorized, executed and
delivered by it and (assuming due authorization, execution and delivery
thereof by each of the other parties hereto) constitutes its legal, valid and
binding obligation, enforceable against it in accordance with its terms,
except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws


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affecting the enforcement of creditors' rights generally and by general
equitable principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law).

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

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

In accordance with the Second Assignment and Assumption, the Trustee, as
Owner, hereby directs the Servicer to make all distributions under the
Servicing Agreement to the Master Servicer by wire transfer of immediately
available funds to:

Wells Fargo Bank, National Association
ABA Number: 121-000-248
Account Name: Corporate Trust Clearing
Account number: 3970771416
For further credit to: 50890600, MSM 2006-2

In accordance with the Second Assignment and Assumption, the Trustee, as
Owner, hereby directs the Servicer to deliver all reports required to be
delivered under the Servicing Agreement to the Master Servicer at the
following address:

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, MSM 2006-2
Office Number: (410) 884-2000
Telecopier: (410) 715-2380

5. Amendments to Servicing Agreement.

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

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


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

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

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


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

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

"3.19 Fair Credit Reporting Act

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

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

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

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

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

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

"(b) failure on the part of the Servicer duly to observe or perform in
any material respect any other of the covenants or agreements on the part of
the Servicer set forth in this Agreement (including but not limited to breach
by Servicer of any one or more of the representations, warranties and
covenants of the Servicer as set forth in Section 6.01 above) which continues
uncured for a period of thirty (30) days (except that (x) such number of days
shall be fifteen (15) days in the case of a failure to pay any premium for any
insurance policy required to be maintained under this Agreement and (y) such
number of days shall be one (1)


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calendar day with respect to the reports required under Sections 5.04 and 5.05
and the last paragraph of Section 25) after the earlier of the date on which
(i) written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Owner, or (ii) Servicer first becomes
aware of such failure and (z)(i) Section 31.04, which shall be governed by the
provisions therein and (ii) Section 31.05, with respect to which such number
of days shall be fifteen (15) days;"

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

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

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

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

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

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

"For the purpose of satisfying its reporting obligation under the
Exchange Act with respect to any class of asset-backed securities, the
Company shall (or shall cause each Subservicer to) (i) promptly notify
the Purchaser, any Master Servicer and any Depositor in writing of (A)
any litigation or governmental proceedings pending against the Company,
any Subservicer that would be material to securityholders, (B) any
affiliations or relationships that develop following the closing date of
a Securitization Transaction between the Company, any Subservicer and
any of the parties specified in clause (D) of paragraph (a) of this
Section (and any other parties identified in writing by the requesting
party) with respect to such Securitization Transaction, but only to the
extent that such affiliations or relationships do not include the
Purchaser, Depositor or any of their respective affiliates as a party,
(C) any Event of Default under the terms of this Agreement or any
Reconstitution Agreement, (D) any merger, consolidation or sale of
substantially all of the assets of the Company and (E) the Company's
entry into an agreement with a Subcontractor to perform or assist the
Company with the performance of any of the Company's obligations under
this Agreement or any Reconstitution Agreement, and (ii) provide to the
Purchaser and any Depositor a description of such proceedings,
affiliations or relationships."

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

"In addition to such information as the Company, as servicer, is
obligated to provide pursuant to other provisions of this Agreement, not
later than ten (10) days prior to the


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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 new asset-backed securities
issuances backed by the same pool assets, any pool asset changes
(such as, additions, substitutions or repurchases), and any
material changes in origination, underwriting or other criteria
for acquisition or selection of pool assets (Item 1121(a)(14) of
Regulation AB).

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

"The Company shall provide to the Purchaser, any Master Servicer and any
Depositor, evidence of the authorization of the person signing any
certification or statement, copies or other evidence of Fidelity Bond
Insurance and Errors and Omission Insurance policy, financial
information and reports, and such other information related to the
Company or any Subservicer or the Company or such Subservicer's
performance hereunder."

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

"On or before March 15 of each calendar year, commencing in 2007, the
Servicer shall deliver to the Owner and any Depositor a statement of
compliance addressed to the Owner and such Depositor and signed by an
authorized officer of the Servicer, to the effect that (i) a review of
the Servicer's activities during the immediately preceding calendar year
(or applicable portion thereof) and of its performance under this
Agreement and any applicable Reconstitution Agreement during such period
has been made under such officer's supervision, and (ii) to the best of
such officers' knowledge, based on such review, the Servicer has
fulfilled all of its obligations under this Agreement and any applicable
Reconstitution Agreement in all material respects throughout such
calendar year (or applicable portion thereof) or, if there has been a
failure to fulfill any such obligation in any material respect,
specifically identifying each such failure known to such officer and the
nature and the status thereof.

"In the event that the Servicer fails to timely comply with this Section
31.04, the Depositor shall use its commercially reasonable efforts to
obtain written statements or assurances from the Commission, that such
failure to provide the required statement of compliance on a timely
basis, and a one time additional failure by the Servicer to comply


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with this Section 31.04, will not result in any adverse effect on the
Depositor or its affiliates with respect to any Shelf Registration on
Form S-3 of the Depositor or any of its affiliates. Any costs or
expenses incurred by the Depositor or the Master Servicer in obtaining
such statement or assurances from the Commission shall be reimbursed to
the Depositor by the Servicer. In the event that the Depositor is unable
to receive any such assurances from the Commission after the use of such
commercially reasonable efforts of the related year, such failure by the
Servicer to comply with this Section 31.04 shall be deemed an Event of
Default, automatically at such time, without notice and without any cure
period, and Depositor may, in addition to whatever rights the Depositor
may have under Section 20 of the Servicing Agreement and at law or
equity or to damages, including injunctive relief and specific
performance, terminate all the rights and obligations of the Servicer
under this Agreement and in and to the Mortgage Loans and the proceeds
thereof without compensating the Servicer for the same, as provided in
Section 9 of the Servicing Agreement. Such termination shall be
considered with cause pursuant to Section 9.01 of the Servicing
Agreement. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary."

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

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

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

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

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

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


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

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

If the indemnification provided for herein is unavailable or
insufficient to hold harmless an Indemnified Party, then the Company
agrees that it shall contribute to the amount paid or payable by such
Indemnified Party as a result of any claims, losses, damages or
liabilities incurred by such Indemnified Party in such proportion as is
appropriate to reflect the relative fault of such Indemnified Party on
the one hand and the Comp