ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.9a


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"), GreenPoint Mortgage Funding, Inc. as seller
(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 First Amended and Restated Mortgage Loan Sale And Servicing Agreement,
dated as of March 15, 2005 (the "March Purchase Agreement), and a certain
Fourth Amended and Restated Mortgage Loan Sale And Servicing Agreement, dated
as of December 1, 2005, (the "Agreement," and together with the March
Agreement and as further amended or modified to the date hereof, the
"Agreements"), pursuant to which MSMCI has acquired certain Mortgage Loans
pursuant to the terms of the Agreements and the Servicer has agreed to service
such Mortgage Loans; and, in connection with the transfer of the Mortgage
Loans hereunder, the Seller and Servicer agree that, from and after the date
hereof, each Mortgage Loan transferred hereunder will be subject to, and
serviced under, the Agreement;

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 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 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


<PAGE>


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.

(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, 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
Section 28 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, and the Trustee
(the "Pooling and Servicing Agreement") for the Morgan Stanley Mortgage Loan
Trust 2006-7, Mortgage Pass-Through Certificates, Series 2006-7, (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, (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.



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<PAGE>


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.

(c) Each of the Depositor, MSMCI, Seller and 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 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 restates, as of the Closing Date (as defined in
the Pooling and Servicing Agreement), the representations and warranties set
forth in Sections 7.01 and 7.02 of the Agreement, with respect to each of the
Specified Mortgage Loans that were sold by it under 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 relating to
actions taken by 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: 50922400, MSM 2006-7

The Servicer shall deliver all reports required to be delivered to
the Purchaser 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
Office Number: (410) 884-2000
Telecopier: (410) 715-2380



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<PAGE>


5. Amendments to the Agreement

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

(a) With respect to the Specified Mortgage Loans, "Permitted
Investments" shall have the meaning of such term as defined in
the Pooling and Servicing Agreement.

(b) Subsection 11.19(d) of the Agreement is hereby amended and
restated in its entirety as follows:

"For the purpose of satisfying the reporting
obligation under the Exchange Act with respect to
any class of asset-backed securities, the Servicer
shall (or shall cause each Subservicer and
Third-Party Originator to) (i) promptly notify the
Purchaser in writing of (A) any material litigation
or governmental proceedings pending against the
Servicer, any Subservicer or any Third-Party
Originator that would be material to a security
holder, (B) any affiliations or relationships that
develop following the closing date of a
Securitization Transaction between the Servicer,
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, (C) any Event of Default under the
terms of this Agreement or any applicable
Reconstitution Agreement related thereto, (D) any
merger, consolidation or sale of substantially all
of the assets of the Servicer, and (E) the
Servicer's entry into an agreement with a
Subservicer to perform or assist in the performance
of any of the Servicer's obligations under this
Agreement or any applicable Reconstitution
Agreement related thereto and (ii) provide to the
Purchaser a description of such proceedings,
affiliations or relationships."

(c) Subsection 11.19(f) of the Agreement is hereby deleted in
its entirety.

(d) The following paragraphs are hereby incorporated into the
Agreement as new Subsections 11.19(f) and (g):

"(g) In addition to such information as the
Servicer, as servicer, is obligated to provide
pursuant to other provisions of this Agreement, not
later than ten 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
Servicer or any Subservicer, the Servicer or such
Subservicer, as applicable, shall, to the extent
the Servicer 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);




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(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).

(h) The Servicer 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 Servicer or any Subservicer or the Servicer or
such Subservicer's performance hereunder."

(e) Subsections 11.19(g) and 11.19(h) of the Agreement is
hereby renumbered as Subsections 11.19(h) and 11.19(i),
respectively.

(f) Subsection 11.19(i) is hereby amended to delete the
cross-reference "paragraph (g)" and replace with the
cross-reference paragraph (h).

(g) Subsections 11.20(a)(iv) and 11.20(a)(v) are hereby
replaced in their entirety with the following:

"(iv) cause each Subservicer, and each
Subcontractor determined by the Servicer pursuant
to Subsection 11.24(b) to be "participating in the
servicing function" within the meaning of Item 1122
of Regulation AB, to deliver to the Purchaser an
assessment of compliance and accountants'
attestation as and when provided in paragraphs (ii)
and (iii) of this Section; and

(v) deliver, and cause each Subservicer and
Subcontractor described in clause (iv) above, to
the Purchaser 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
16."

(h) Subsection 11.21 of the Agreement is hereby amended and
restated in its entirety as follows:

"Annual Independent Public Accountants' Servicing
Report or Attestation. On or before March 1, 2007,
the Servicer at its expense shall cause a firm of
independent public accountants which is a member of
the American Institute of Certified Public
Accountants to furnish a statement to the Purchaser
and the Master Servicer to the effect that such
firm has, with respect to the Servicer's overall
servicing operations, examined such operations in
accordance with the requirements of the Uniform
Single Attestation Program for Mortgage Bankers,
stating such firm's conclusions relating thereto.



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<PAGE>



Notwithstanding the foregoing, the Servicer's
obligation to deliver a report under this
Subsection as to any calendar year, beginning with
the report required in March 2007, shall be
satisfied if an accountant attestation report is
delivered in compliance with Subsection
11.20(a)(iii) for such calendar year."

(i) The first series of cross-references in Subsection 11.24(a)
of the Agreement is hereby amended to include 11.19(f).

(j) The last paragraph of Subsection 11.24 of the Agreement is
hereby deleted in its entirety and replaced with the following:

"As a condition to the utilization of any
Subcontractor determined to be "participating in
the servicing function" within the meaning of Item
1122 of Regulation AB, the Seller shall cause any
such Subcontractor used by the Servicer (or by any
Subservicer) for the benefit of the Purchaser to
comply with the provisions of Subsections 11.20 and
12.01 of this Agreement to the same extent as if
such Subcontractor were the Servicer. The Servicer
shall be responsible for obtaining from each
Subcontractor and delivering to the Purchaser any
assessment of compliance and attestation and the
other certifications required to be delivered by
such Subcontractor under Subsection 11.20, in each
case as and when required to be delivered."

(k) Subsection 12.01(b) of the Agreement is hereby amended and
restated in its entirety as follows:

"(b) The Servicer shall indemnify the Purchaser,
each affiliate of the Purchaser, each sponsor and
issuing entity; each Person responsible for the
preparation, execution or filing of any report
required to be filed with the Commission with
respect to such Securitization Transaction, or for
execution of a certification pursuant to Rule
13a-14(d) or Rule 15d-14(d) under the Exchange Act
with respect to such Securitization Transaction;
each broker dealer acting as underwriter, placement
agent or initial purchaser, each Person who
controls any of such parties (within the meaning of
Section 15 of the Securities Act and Section 20 of
the Exchange Act); and the respective present and
former directors, officers, employees and agents of
each of the foregoing (each, an "Indemnified
Party"), and shall hold each of them harmless from
and against any losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related
costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out
of or based upon:

(i)(A) any untrue statement of a material
fact contained or alleged to be contained
in any written information, written
report, certification, accountants' letter
or other material provided under Section
11 by or on behalf of the Servicer, or
provided under Section 11 by or on behalf
of any Subservicer, Subcontractor or
Third-Party Originator (collectively, the
"Servicer Information"), or (B) the
omission or alleged omission to state in
the Servicer Information a material fact
required to be stated in the Servicer
Information or necessary in order to make
the statements therein, in the light of
the circumstances under which they were
made, not misleading; provided, by way of
clarification, that clause (B) of this
paragraph shall be construed solely by
reference to the Servicer



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Information and not to any other
information communicated in connection
with a sale or purchase of securities,
without regard to whether the Servicer
Information or any portion thereof is
presented together with or separately
from such other information;

(ii) any breach of the Servicer's
obligations under, or any failure by the
Servicer, 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 Sections 11.19, 11.20 and 11.21,
including any failure by the Servicer to
identify pursuant to Subsection 11.24(b)
any Subcontractor "participating in the
servicing function" within the meaning of
Item 1122 of Regulation AB;

(iii) any breach by the Servicer of a
representation or warranty set forth in
Subsection 11.19(g) or in a writing
furnished pursuant to Subsection 11.19(h)
and made as of a date prior to the closing
date of the related Securitization
Transaction, to the extent that such
breach is not cured by such closing date,
or any breach by the Servicer of a
representation or warranty in a writing
furnished pursuant to Subsection 11.19(h)
to the extent made as of a date subsequent
to such closing date; or

(iii) any breach by the Servicer of a
representation or warranty set forth in
Subsection 11.19(g) or in a writing
furnished pursuant to Subsection 11.19(h)
and made as of a date prior to the closing
date of the related Securitization
Transaction, to the extent that such
breach is not cured by such closing date,
or any breach by the Servicer of a
representation or warranty in a writing
furnished pursuant to Subsection 11.19(h)
to the extent made as of a date subsequent
to such closing date; or

(iv) the negligence, bad faith or willful
misconduct of the Servicer in connection
with its performance under this Sections
11.19, 11.20, 11.21 or 12.01.

If the indemnification provided for herein is
unavailable or insufficient to hold harmless an
Indemnified Party, then the Seller 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 Seller on
the other.

In the case of any failure of performance described
in clause (b)(ii) of this Section, the Servicer
shall promptly reimburse the Purchaser, and each
Person responsible for the preparation, execution
or filing of any report required to be filed with
the Commission with respect to such Securitization
Transaction, or for execution of a certification
pursuant to Rule 13a-14(d) or Rule 15d-14(d) under
the Exchange Act with respect to such
Securitization Transaction, for all costs
reasonably incurred by each such party in order to
obtain the information, report, certification,
accountants' letter or other material not delivered
as required by the Servicer, any Subservicer, any
Subcontractor or any Third-Party Originator.



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<PAGE>



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
12.01(c)(i) of the Agreement:

"(and if the Servicer 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) Subsection 13.01(b) of the Agreement is hereby amended and
restated in its entirety as follows:

"(b) failure by the Servicer to duly observe or
perform, in any material respect, any other
covenants, obligations or agreements of the
Servicer as set forth in this Agreement which
failure continues unremedied for a period of sixty
(60) days (or, in the case of the officer's
certificate or the annual assessment of servicing
compliance or the annual independent public
accountants' servicing report required under
Subsection 11.20, or the certification required
under clause (v) of Subsection 11.20, ten (10)
days) after the date on which written notice of
such failure, requiring the same to be remedied,
shall have been given to the Servicer by the
Purchaser;

(n) The word "or" is deleted from the end of Subsection
13.01(d), the word "or" is added at the end of Subsection
13.01(e) and the following paragraph is hereby incorporated
into the Agreement as new Subsection 13.01(f):

"(f) failure by the Servicer to duly perform,
within the required time period, its obligations
under Subsections 11.20 or 11.21 which failure
continues unremedied for a period of five (5) days
after the date on which written notice of such
failure, requiring the same to be remedied, shall
have been given to the Servicer 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;"

(o) Subsection 14.02(b) of the Agreement is hereby deleted in
its entirety.

(p) The following paragraph is hereby incorporated into the
Agreement as new Section 34:

"Third Party Beneficiary. For purposes of this Agreement, including
but not limited to Subsection 11.21, any Master Servicer shall be considered a
third party beneficiary to this Agreement entitled to all the rights and
benefits accruing to any Master Servicer herein as if it were a direct party
to this Agreement."

(q) Exhibit 9 to the Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit 9 attached to
this Assignment as Exhibit II.

(r) Exhibit 16 to the Agreement is hereby replaced in its
entirety with Exhibit A-1 attached to this Assignment.



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(s) Exhibit 17 to the Agreement is hereby replaced in its
entirety with Exhibit B-1 attached to this Assignment.

(t) Written notice provided in compliance with Sections
11.19(d), (e) or (f) of the Agreement shall be substantially in
the form of Exhibit C-1 to this Assignment.

6. Indemnification

The Master Servicer shall indemnify and hold harmless the Servicer
and its affiliates, and in each case, its officers, directors and agents from
and against any losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments and other costs and expenses arising
out of or based upon a breach by the Master Servicer or any of its officers,
directors, agents or affiliates of its obligations in connection with the
preparation, filing and certification of any Form 10-K pursuant to the Pooling
and Servicing Agreement or the negligence, bad faith or willful misconduct of
the Master Servicer in connection therewith. In addition, the Master Servicer
shall indemnify and hold harmless the Servicer and its affiliates, and in each
case, its officers, directors and agents from and against any losses, damages,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments and other costs and expenses arising out of or based upon a breach
by any Servicer (as defined in the Pooling and Servicing Agreement), other
than the Servicer (as defined herein), of its obligations in connection with
any back-up certification (or any other back-up documents) to any
certification of any Form 10-K required to be provided by the Master Servicer,
but solely to the extent the Master Servicer receives amounts from such
Servicer in connection with any indemnification provided by such Servicer (in
each case as defined in the Pooling and Servicing Agreement) to the Master
Servicer.

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 Master Servicer, the Seller,
the Servicer and the Trustee shall be made in accordance with the terms of the
Agreement and shall be sent to the Depositor and Trustee 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




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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

In the case of the Trustee:

LaSalle Bank National Association,
as Trustee for the Morgan Stanley Mortgage Loan Trust 2006-7
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Trust Administration- MSM 2006-7

In the case of the Seller and the Servicer:

GreenPoint Mortgage Funding, Inc.,
100 Wood Hollow Drive
Novato, CA 94945
Attention: Morgan Stanley Mortgage Loan Trust 2006-7

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]



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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: VP


MORGAN STANLEY CAPITAL I INC.


By: /s/ Valerie Kay
---------------------------------------
Name: Valerie Kay
Title: VP


GREENPOINT MORTGAGE FUNDING, INC.


By: /s/ Susan Daria
---------------------------------------
Name: Susan Daria
Title: V.P.




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


By: /s/ Patricia Russo
--------------------------------
Name: Patricia 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: Asst. V.P.



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EXHIBIT I

Mortgage Loan Schedule

[see Schedule A to Pooling and Servicing Agreement]


<PAGE>


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 MM/DD/YYYY servicer at the end of
processing cycle, as reported by Servicer.
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LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
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BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim was filed. MM/DD/YYYY
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BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy was filed.
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BANKRUPTCY_CASE_NBR The case number assigned by the court to the
bankruptcy filing.
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POST_PETITION_DUE_DATE The payment due date once the bankruptcy has MM/DD/YYYY
been approved by the courts
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BANKRUPTCY_DCHRG_DISM_DATE The Date The Loan Is Removed From Bankruptcy. Either MM/DD/YYYY
by Dismissal, Discharged and/or a Motion For
Relief Was Granted.
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LOSS_MIT_APPR_DATE The Date The Loss Mitigation Was Approved By The Servicer MM/DD/YYYY
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LOSS_MIT_TYPE The Type Of Loss Mitigation Approved For A Loan Such As;
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LOSS_MIT_EST_COMP_DATE The Date The Loss Mitigation /Plan Is Scheduled To End/Close MM/DD/YYYY
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