ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.13(a)

EXECUTION COPY


ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), dated as of
October 1, 2006 with an effective date of October 25, 2006 (the "Effective
Date"), among Morgan Stanley Mortgage Capital Inc. ("MSMCI" or the "Purchaser"),
GMAC Mortgage, LLC, a Delaware limited liability company, as successor by merger
to GMAC Mortgage Corporation ("Servicer"), and LaSalle Bank National Association
("LaSalle"), as trustee ("Trustee") of Morgan Stanley Mortgage Loan Trust
2006-15XS (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.

<PAGE>

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, 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 October 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

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<PAGE>

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 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, other than the representations and warranties set
forth in Section 6.01(a) of the Servicing Agreement are true and correct with
respect to the Servicer as of the Effective Date. In addition, the Servicer
hereby warrants and represents to, and covenants with, the Purchaser and the
Trustee that, of the Effective Date, the Servicer is duly organized, validly
existing and in good standing as a limited liability company under the laws of
the state of Delaware and the Servicer is duly licensed and qualified in all
states which such licensing or qualification is required to conduct its business
or perform its obligations hereunder and the services and is and will remain in
compliance with the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability of each Mortgage
Loan and the servicing of the Mortgage Loan in accordance with the terms of the
Servicing Agreement as modified by this Assignment.

(e) The Servicer hereby agrees that, for so long as the Trust is reporting
under the Exchange Act, its obligations under Sections 5.04 and 5.05 of the
Initial Servicing Agreement and under Sections 31.04 and 31.05 of the Servicing
Agreement, as modified by this Assignment, shall survive the termination and
removal of the Servicer as servicer of the Specified Mortgage Loans in the Trust
and continue to apply for each calendar year during which the Servicer services
the Specified Mortgage Loans.

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: 50955000, MSM 2006-15XS

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<PAGE>

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 2006-15XS
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.

b. "Eligible Investments" shall have the meaning of Permitted
Investments 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) Solely with respect to the Specified Mortgage Loans, the following
sentence is inserted as the last sentence of the second paragraph of Section
3.08 of the Servicing Agreement, "All Eligible Investments must mature no later
than the Remittance Date on which the amounts invested in such Eligible
Investments must be remitted to the Trust."

(d) 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."

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<PAGE>

(e) 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.

(f) 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".

(g) 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 fourteen (14) calendar days with respect to the reports required under
Sections 31.04 and 31.05 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."

(h) 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.

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

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

(k) 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."

(l) 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

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<PAGE>

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."

(m) 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 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).

(n) 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."

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<PAGE>

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

"On or before March 1 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 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."

(p) 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. In addition to providing the
Sarbanes

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<PAGE>

Certification, the Servicer shall also cooperate with the Depositor
and provide such additional information as the Depositor may
reasonably request with respect thereto."

(q) 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.

(r) 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.

(s) 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;"

(t) 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 Company on the other.

This indemnification shall survive the termination of this Agreement
or the termination of any party to this Agreement."

(u) The following parenthetical is inserted directly before the proviso in
the last sentence of the first paragraph of Section 31.07(b)(i) of the
Servicing Agreement:

"(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)"

(v) The following paragraph is hereby incorporated into the Servicing
Agreement as new Section 32:

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<PAGE>

"Third Party Beneficiary. For purposes of this Agreement, any master
servicer appointed in connection with a Reconstitution by the Owner
shall be considered a third party beneficiary to this Agreement
(including but not limited to Sections 31.01, 31.03 and 31.04 hereof)
with respect to the Specified Mortgage Loans entitled to all the
rights and benefits accruing to any master servicer herein with
respect to the Specified Mortgage Loans as if it were a direct party
to this Agreement."

(w) Schedule I to the Servicing Agreement is hereby replaced in its
entirety with the Amended and Restated Schedule I attached to this
Assignment as Exhibit II.

(x) Exhibit J to the Servicing Agreement is hereby replaced in its
entirety with Exhibit IV attached hereto.

(y) All assessments, reports and certifications required to be delivered
by the Servicer this Assignment shall include the Master Servicer as an
addressee, and the Master Servicer shall be entitled to rely upon all such
assessments, reports and certifications.

(z) Written notice provided in compliance with Sections 31.03(d), (e) or
(f) of the Servicing Agreement shall be substantially in the form of Exhibit III
to this Agreement.

6. Notices

The Depositor's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is :

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: Morgan Stanley Mortgage Loan Trust 2006-15XS


The Trustee's address for purposes for all notices and correspondence related to
the Mortgage Loans, this Assignment and the Servicing Agreement is :

LaSalle Bank National Association
135 South LaSalle Street, Suite 1511
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-15XS


The Purchaser's address for purposes for all notices and correspondence related
to the Mortgage Loans, this Assignment and the Servicing Agreement is :

Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020

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<PAGE>

Attention: Morgan Stanley Mortgage Loan Trust 2006-15XS


With a copy to:

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

The Servicer's address for purposes for all notices and correspondence related
to the Mortgage Loans and this Assignment is :

GMAC Mortgage, LLC
100 Witmer Road
Horsham, Pennsylvania 92127
Attention: Executive Vice President of National Loan
Administration

7. Certain Matters Regarding the Trustee

Each party hereto hereby agrees as follows:

Notwithstanding any term hereof to the contrary, the execution and
delivery of this Assignment by Trustee is solely in its capacity as trustee for
Morgan Stanley Mortgage Loan Trust 2006-15XS and not individually, and any
recourse against Trustee in respect of any obligations it may have under or
pursuant to the terms of this Assignment (if any) shall be limited solely to the
assets it may hold as trustee of Morgan Stanley Mortgage Loan Trust 2006-15XS.

8. Continuing Effect

Except as contemplated by this Assignment, the Servicing Agreement shall
remain in full force and effect in accordance with its terms.

9. 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.

10. 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.

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<PAGE>

11. Definitions

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


[SIGNATURE PAGE FOLLOWS]

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<PAGE>

IN WITNESS WHEREOF, the parties have caused this Assignment, Assumption
and Recognition Agreement to be executed by their duly authorized officers as of
the date first above written.


<TABLE>
<CAPTION>
<S> <C>
Purchaser Trust
MORGAN STANLEY MORTGAGE LOAN TRUST 2006-15XS
MORGAN STANLEY MORTGAGE CAPITAL INC. BY: LASALLE BANK NATIONAL ASSOCIATION, AS TRUSTEE

/s/ Valerie Kay /s/ Susan L. Feld
--------------------------------------- --------------------------------------------------
By: Valerie Kay By: Susan L. Feld
Its: Vice President Its: Assistant Vice President
Taxpayer Identification
Number:

Servicer

GMAC MORTGAGE, LLC

/s/ Wesley B. Howland
---------------------------------------
By: Wesley B. Howland
Its: Vice President
Taxpayer Identification
Number: 23-1694840

Acknowledged and Agreed:

WELLS FARGO BANK, NATIONAL ASSOCIATION, AS MASTER SERVICER
MORGAN STANLEY CAPITAL I INC.

/s/ Valerie Kay /s/ Patricia Russo
---------------------------------------- ----------------------------------------------------
By: Valerie Kay By: Patricia Russo
Its: Vice President Its: Vice President
Taxpayer Identification
Number:___________________________________
</TABLE>

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<PAGE>

Schedule I

Specified Mortgage Loan Schedule

[see Schedule A to the Pooling and Servicing Agreement
on file with the Servicer, the Master Servicer and the Depositor]

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<PAGE>

EXECUTION COPY

Exhibit IIA: Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
Column/Header Name Description Decimal Format Comment
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
<S> <C> <C> <C>
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
CLIENT_NBR Servicer Client Number
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to
identify a group of loans in their system.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BORROWER_FIRST_NAME First Name of the Borrower.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BORROWER_LAST_NAME Last name of the borrower.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
PROP_ADDRESS Street Name and Number of Property
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
PROP_STATE The state where the property located.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
PROP_ZIP Zip code where the property is located.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is due to the servicer at MM/DD/YYYY
the end of processing cycle, as reported by Servicer.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to the bankruptcy filing.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy has been approved by the MM/DD/YYYY
courts
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, MM/DD/YYYY
Discharged and/or a Motion For Relief Was Granted.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
---------------------------- ---------------------------------------------------------------------- -------------- -----------------

<PAGE>

---------------------------- ---------------------------------------------------------------------- -------------- -----------------
LOSS_MIT_ACT_COMP_DATE The Date The Loss Mitigation Is Actually Completed MM/DD/YYYY
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
FRCLSR_APPROVED_DATE The date DA Admin sends a letter to the servicer with instructions to MM/DD/YYYY
begin foreclosure proceedings.
---------------------------- ---------------------------------------------------------------------- -------------- -----------------
ATTORNEY_REFERRAL_DATE Date File Was Referred To Attorney to Pursue Foreclosure MM/DD/YYYY
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FIRST_LEGAL_DATE Notice of 1st legal filed by an Attorney in a Foreclosure Action MM/DD/YYYY
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FRCLSR_SALE_EXPECTED_DATE The date by which a foreclosure sale is expected to occur. MM/DD/YYYY
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FRCLSR_SALE_DATE The actual date of the foreclosure sale. MM/DD/YYYY
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FRCLSR_SALE_AMT The amount a property sold for at the foreclosure sale. 2 No commas(,) or
dollar signs ($)
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EVICTION_START_DATE The date the servicer initiates eviction of the borrower. MM/DD/YYYY
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EVICTION_COMPLETED_DATE The date the court revokes legal possession of the property from the MM/DD/YYYY
borrower.
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LIST_PRICE The price at which an REO property is marketed. 2 No commas(,) or
dollar signs ($)
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LIST_DATE The date an REO property is listed at a particular price. MM/DD/YYYY
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OFFER_AMT The dollar value of an offer for an REO property.