UNITED STATES
                             SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C. 20549



                                          FORM 10-K/A
                                        Amendment No. 1



The Issuing Entity is filing this Form 10-K/A to replace Exhibits 31, 33(a) and
34(a) to the original Form 10-K filed on April 2, 2007. American Security
Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance
Agency, Inc. (formerly, "Safeco Financial Institution Solutions, Inc.")
("Assurant Inc.") recently provided the Issuing Entity with a revised report on
assessment of compliance with servicing criteria for asset-backed securities and
a related attestation. In the original assessment previously provided to the
Issuing Entity, Assurant Inc. excluded Item 1122(d)(4)(xii) from the scope of
its assessment. Assurant Inc. recently provided the Issuing Entity with a
revised assessment of compliance that assesses Assurant Inc.'s compliance with
Item 1122(d)(4)(xii) and identifies material instance of non compliance with
this criterion. This material instance of non compliance is noted in this Form
10-K/A under "Additional Disclosure Items for Regulation AB." The Issuing Entity
has included this revised assessment of compliance under Exhibit 33(a), the
related attestation under Exhibit 34(a) and a revised Rule 13a-14(d)/15d-14(d)
Certification under Exhibit 31. This Form 10-K/A does not otherwise amend the
original Form 10-K filed with the Commission on April 2, 2007.



  (Mark one)

  /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 2006

      OR



  / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


       Commission file number:  333-130684-13

       Morgan Stanley Mortgage Loan Trust 2006-12XS
       (exact name of issuing entity as specified in its charter)

       Morgan Stanley Capital I Inc.
       (exact name of the depositor as specified in its charter)

       Morgan Stanley Mortgage Capital Inc.
       (exact name of the sponsor as specified in its charter)


  New York                                          54-2197852
  (State or other jurisdiction of                   54-2197856
  incorporation or organization of                  (I.R.S. Employer
  issuing entity)                                   Identification No. of
                                                    issuing entity)


   c/o Wells Fargo Bank, N.A.
   9062 Old Annapolis Road
   Columbia, MD                                21045
  (Address of principal executive offices)    (Zip Code)


  Registrant's telephone number, including area code: (410) 884-2000


  Securities registered pursuant to Section 12(b) of the Act:

        NONE.


  Securities registered pursuant to Section 12(g) of the Act:

        NONE.


  Indicate by check mark if the registrant is a well-known seasoned issuer,
  as defined in Rule 405 of the Securities Act.

        Yes  ___     No  X


  Indicate by check mark if the registrant is not required to file reports
  pursuant to Section 13 or Section 15(d) of the Act.

        Yes  ___     No  X


  Indicate by check mark whether the registrant (1) has filed all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange
  Act of 1934 during the preceding 12 months (or for such shorter period
  that the registrant was required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days.

        Yes  X       No  ___


  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K.

        Not applicable.


  Indicate by check mark whether the registrant is a large accelerated filer,
  an accelerated filer, or a non-accelerated filer. See definition of
  "accelerated filer and large accelerated filer" in Rule 12b-2 of the
  Exchange Act. (Check one):


  Large accelerated filer ___  Accelerated filer ___  Non-accelerated filer X


  Indicate by check mark whether the registrant is a shell company (as
  defined in Rule 12b-2 of the Act).

        Yes  ___     No  X


  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates computed by reference to the price at which
  the common equity was last sold, or the average bid and asked price of
  such common equity, as of the last business day of the registrant's most
  recently completed second fiscal quarter.

        Not applicable.


     Documents Incorporated by Reference

  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.,
  annual report to security holders for fiscal year ended December 24, 1980).

            See Item 15.


                                   PART I
  Item 1.  Business.

            Omitted.


  Item 1A.  Risk Factors.

            Omitted.


  Item 1B.  Unresolved Staff Comments.

            None.


  Item 2.  Properties.

            Omitted.


  Item 3.  Legal Proceedings.

            Omitted.


  Item 4.  Submission of Matters to a Vote of Security Holders.

            Omitted.


                                PART II

 Item 5. Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities.

            Omitted.


  Item 6.  Selected Financial Data.

            Omitted.


  Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations.

            Omitted.


  Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

            Omitted.


  Item 8.  Financial Statements and Supplementary Data.

            Omitted.


  Item 9.  Changes in and Disagreements With Accountants on Accounting and
           Financial Disclosure.

            Omitted.


  Item 9A. Controls and Procedures.

            Omitted.


  Item 9A(T). Controls and Procedures.

            Omitted.


  Item 9B. Other Information.

            None.


                                PART III

  Item 10. Directors, Executive Officers and Corporate Governance.

            Omitted.


  Item 11. Executive Compensation.

            Omitted.

  Item 12. Security Ownership of Certain Beneficial Owners and
           Management and Related Stockholder Matters.

            Omitted.


  Item 13. Certain Relationships and Related Transactions, and Director
           Independence.

            Omitted.


  Item 14. Principal Accounting Fees and Services.

            Omitted.



                ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

  Item 1112(b) of Regulation AB, Significant Obligor Financial Information.

            No single obligor represents 10% or more of the pool assets held
            by the issuing entity.


  Item 1114(b)(2) and 1115(b) of Regulation AB, Significant Enhancement
             Provider Financial Information.


            None.

  Item 1117 of Regulation AB, Legal Proceedings.


            None.

  Item 1119 of Regulation AB, Affiliations and Certain Relationships and
             Related Transactions.


            None.

  Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.


            See Exhibit (33) and (34)


  Assurant, Inc. previously excluded the applicable servicing criteria set forth
  in Item 1122 (d)(4)(xii) from the scope of its assessment of compliance.
  Assurant, Inc. has now assessed its compliance with the Applicable Servicing
  Criteria for the Reporting Period of January 1, 2006 through December 31, 2006
  and has identified a material instance of noncompliance with that servicing
  criterion. Specifically, Assurant, Inc. did not have, during the Reporting
  Period, sufficient policies and procedures to capture the information with
  respect to the Platform Transactions necessary to determine compliance with
  Item 1122(d)(4)(xii). Accordingly, Assurant, Inc. has restated its previous
  assessment for the Reporting Period, which excluded evaluation of the
  criterion, to include the criterion and reflect the material noncompliance as
  a result of its assessment.

  The 1122 statements for Wells Fargo Bank, N.A. (servicer) has disclosed the
  following instances of material noncompliance with certain servicing criteria
  applicable to the Company during the year ended December 31, 2006:

  1. 1122(d)(3)(i) - Delinquency Reporting - The Company provided incomplete
     data to some third parties who use such data to calculate delinquency
     ratios and determine the status of loans with respect to bankruptcy,
     foreclosure or real estate owned. Instead of the actual due date being
     provided for use in calculating delinquencies, the date of the first
     payment due to the security was provided.

  2. 1122(d)(4)(vii) - Notification of Intent to Foreclose - The Company, as
     required by certain servicing agreements, did not provide investors with
     prior notification of intent to foreclose.



  The 1122 statements for Wells Fargo Bank, National Association (Corporate
  Trust Services) has disclosed material noncompliance with criterion
  1122(d)(3)(i), as applicable to the Company during the twelve months ended
  December 31. 2006. Certain monthly investor or remittance reports included
  errors in the calculation and/or the reporting of delinquencies for the pool
  assets.



1. GreenPoint has identified the following noncompliance with servicing criteria
   1122(d)(1)(i), 1122(d)(2)(iv), and 1122(d)(3)(ii) applicable to the Platform
   during the year ended December 31, 2006 as follows:

   1122(d)(1)(i) - GreenPoint did not institute policies and procedures to
   monitor performance or other triggers and events of default in accordance
   with the transaction agreements.

   1122(d)(2)(iv) - GreenPoint did not establish separate P&I and T&I accounts
   for certain securitizations which allowed funds to be commingled in various
   custodial accounts.

   1122(d)(3)(ii) - In certain situations where GreenPoint has received mortgage
   insurance proceeds prior to the liquidation of the related properties, the
   mortgage insurance proceeds were not remitted at the time of the next
   regularly scheduled remittance date as required by the transaction
   agreements, but instead remained in the related custodial account and were
   remitted at the time the REO liquidation proceeds were remitted to the Master
   Servicer.


2. GreenPoint has implemented the following remediation procedures:

   1122(d)(1)(i) - GreenPoint has active monitoring of the entire portfolio and
   at investor levels but not at the securitization transaction level.
   GreenPoint will establish policies and procedures to monitor performance or
   other triggers and events of default in accordance with the transaction
   agreements.

   1122(d)(2)(iv) - GreenPoint has separated the commingled funds and
   established proper custodial and escrow accounts and improved the oversight
   of establishing such accounts as required by the related agreements.

   1122(d)(3)(ii) - GreenPoint is modifying applicable agreements to clarify
   that such mortgage insurance proceeds may be remitted at the time of the
   remittance of the REO liquidation proceeds or modifying its remittance
   practice to remit the mortgage insurance proceeds during the next regularly
   schedule remittance where required.


  Although each servicing criterion required by Item 1122(d) of Regulation AB is
  addressed in one or more of the Assessments of Compliance with Servicing
  Criteria and related Attestation Reports included with this report, the
  Servicers', GMAC Mortgage LLC f/k/a GMAC Mortgage Corporation, and GreenPoint
  Mortgage Funding Inc., Assessments of Compliance and related Attestation
  Reports did not address each of the servicing criteria that the Servicers were
  required to address under the terms of the related Servicing Agreements. The
  Servicers have not identified such failure to provide an Assessment and
  Attestation for these items as a material failure to fulfill its obligations
  under the related servicing agreements in the Servicer's Compliance Statements
  provided under Item 1123 of Regulation AB, because the Servicers assert that
  those items are not applicable to the Servicers.


  Item 1123 of Regulation AB, Servicer Compliance Statement.


            See Exhibit (35)



                                PART IV

  Item 15. Exhibits, Financial Statement Schedules.

   (a)(1) Not applicable

      (2) Not applicable.

      (3) The required exhibits are listed below, exhibits 4 and 10 were
          filed as part of the Registrant's Current Report on Form 8-K filed
          on January 25, 2007), and which are incorporated by reference:

     (4.1)    Pooling and Servicing Agreement, dated as of September 1, 2006,
              among Morgan Stanley Capital I, Inc., as depositor, Wells Fargo
              Bank, National Association, as master servicer and as securities
              administrator and LaSalle Bank National Association, as trustee
              and a custodian.

     (10.1)   Underwriting Agreement, dated as of September 26, 2006, among
              Morgan Stanley & Co. Incorporated and Morgan Stanley Capital I,
              Inc.

     (10.2)   MSMCI Mortgage Loan and Purchase Agreement, dated as of September
              1, 2006, among Morgan Stanley Mortgage Capital Inc. and Morgan
              Stanley Capital I, Inc.

     (10.3a)  American Home Assignment Agreement, dated as of September 1,
              2006, between Morgan Stanley Capital I Inc., Morgan Stanley
              Mortgage Capital Inc., American Home Mortgage Corp. and LaSalle
              Bank National Association, as trustee.

     (10.3b)  American Home Purchase Agreement, dated as of December 1, 2005,
              between Morgan Stanley Mortgage Capital Inc. and American Home
              Mortgage Corp.

     (10.4a)  FNBN Assignment Agreement, dated as of September 1, 2006, between
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., First National Bank of Nevada and LaSalle Bank National
              Association, as trustee.

     (10.4b)  FNBN Sale and Servicing Agreement, dated as of April 1, 2006,
              between Morgan Stanley Mortgage Capital Inc. and First National
              Bank of Nevada.

     (10.5a)  GreenPoint Assignment Agreement, dated as of September 1, 2006,
              between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., GreenPoint Mortgage Funding, Inc., Wells Fargo Bank,
              National Association, as master servicer and as securities
              administrator, and LaSalle Bank National Association, as trustee.

     (10.5b)  GreenPoint Sale and Servicing Agreement, dated as of June 1,
              2006, between Morgan Stanley Mortgage Capital Inc. and GreenPoint
              Mortgage Funding, Inc.

     (10.6a)  MortgageIT Assignment Agreement, dated as of September 1, 2006,
              between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., MortgageIT, Inc. and LaSalle Bank National
              Association, as trustee.

     (10.6b)  MortgageIT Purchase Agreement, dated as of March 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and MortgageIT, Inc.

     (10.7a)  Opteum Assignment Agreement, dated as of September 1, 2006,
              between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., Opteum Financial Services LLC and LaSalle Bank
              National Association, as trustee.

     (10.7b)  Opteum Purchase Agreement, dated as of August 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and Opteum Financial Services
              LLC.

     (10.8a)  PHH Assignment Agreement, dated as of September 1, 2006, between
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., PHH Mortgage Corporation, Wells Fargo Bank, National
              Association, as master servicer and as securities administrator,
              and LaSalle Bank National Association, as trustee.

     (10.8b)  PHH Sale and Servicing Agreement, dated as of January 1, 2006,
              between Morgan Stanley Mortgage Capital Inc. and PHH Mortgage
              Corporation.

     (10.9a)  Quicken Assignment Agreement, dated as of September 1, 2006,
              among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., Quicken Loans, Inc. and LaSalle Bank National
              Association, as trustee.

     (10.9b)  Quicken Purchase Agreement, dated as of June 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and Quicken Loans, Inc.

     (10.10a) Hemisphere Assignment Agreement, dated as of September 1, 2006,
              among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., The Hemisphere National Bank and LaSalle Bank
              National Association, as trustee.

     (10.10b) Hemisphere Purchase Agreement, dated as of December 1, 2005,
              among Morgan Stanley Mortgage Capital Inc. and The Hemisphere
              National Bank.

     (10.11a) GMACM Assignment Agreement, dated as of September 1, 2006, among
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., GMAC Mortgage Corporation, LaSalle Bank National
              Association, as trustee, and Wells Fargo Bank, National
              Association, as master servicer.

     (10.11b) GMACM Servicing Agreement, dated as of January 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and GMAC Mortgage
              Corporation.

     (10.11c) WF Servicer Purchase Agreement, dated as of December 1, 2005
              among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., Wells Fargo Bank, National Association, as servicer,
              LaSalle Bank National Association, as trustee and Wells Fargo
              Bank, National Association, as master servicer.

     (10.11d) Omnibus Assignment Agreement, dated as of December 1, 2006 among
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., Wells Fargo Bank, National Association, as servicer, LaSalle
              Bank National Association, as trustee and Wells Fargo Bank,
              National Association, as master servicer.

     (31) Rule 13a-14(d)/15d-14(d) Certifications.

     (33) Reports on assessment of compliance with servicing criteria for
          asset-backed securities.



      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      b) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer
      c) GreenPoint Mortgage Funding, Inc., as Servicer
      d) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      e) LaSalle Bank, National Association, as Custodian
      f) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      g) Wells Fargo Bank, N.A., as Servicer
      h) Wells Fargo Bank, N.A., as Master Servicer
      i) Wells Fargo Bank, N.A., as Securities Administrator
      j) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      b) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer
      c) GreenPoint Mortgage Funding, Inc., as Servicer
      d) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      e) LaSalle Bank, National Association, as Custodian
      f) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      g) Wells Fargo Bank, N.A., as Servicer
      h) Wells Fargo Bank, N.A., as Master Servicer
      i) Wells Fargo Bank, N.A., as Securities Administrator
      j) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer
      b) GreenPoint Mortgage Funding, Inc., as Servicer
      c) Wells Fargo Bank, N.A., as Servicer
      d) Wells Fargo Bank, N.A., as Master Servicer
      e) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>

   (b) see (a) above.

   (c) Not applicable



                                SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the registrant has duly caused this report to be
  signed on its behalf by the undersigned, thereunto duly authorized.



    Morgan Stanley Mortgage Loan Trust 2006-12XS
    (Issuing Entity)

    Wells Fargo Bank, N.A.
    (Master Servicer)

    /s/ Diane Courtney
    Diane Courtney, Vice President
    (senior officer in charge of the servicing function of the master
    servicer)

    Date:      May 27, 2008


  Exhibit Index

  Exhibit No.

   (a)(1) Not applicable

      (2) Not applicable.

      (3) The required exhibits are listed below, exhibits 4 and 10 were
          filed as part of the Registrant's Current Report on Form 8-K filed
          on January 25, 2007), and which are incorporated by reference:

     (4.1)    Pooling and Servicing Agreement, dated as of September 1, 2006,
              among Morgan Stanley Capital I, Inc., as depositor, Wells Fargo
              Bank, National Association, as master servicer and as securities
              administrator and LaSalle Bank National Association, as trustee
              and a custodian.

     (10.1)   Underwriting Agreement, dated as of September 26, 2006, among
              Morgan Stanley & Co. Incorporated and Morgan Stanley Capital I,
              Inc.

     (10.2)   MSMCI Mortgage Loan and Purchase Agreement, dated as of September
              1, 2006, among Morgan Stanley Mortgage Capital Inc. and Morgan
              Stanley Capital I, Inc.

     (10.3a)  American Home Assignment Agreement, dated as of September 1,
              2006, between Morgan Stanley Capital I Inc., Morgan Stanley
              Mortgage Capital Inc., American Home Mortgage Corp. and LaSalle
              Bank National Association, as trustee.

     (10.3b)  American Home Purchase Agreement, dated as of December 1, 2005,
              between Morgan Stanley Mortgage Capital Inc. and American Home
              Mortgage Corp.

     (10.4a)  FNBN Assignment Agreement, dated as of September 1, 2006, between
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., First National Bank of Nevada and LaSalle Bank National
              Association, as trustee.

     (10.4b)  FNBN Sale and Servicing Agreement, dated as of April 1, 2006,
              between Morgan Stanley Mortgage Capital Inc. and First National
              Bank of Nevada.

     (10.5a)  GreenPoint Assignment Agreement, dated as of September 1, 2006,
              between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., GreenPoint Mortgage Funding, Inc., Wells Fargo Bank,
              National Association, as master servicer and as securities
              administrator, and LaSalle Bank National Association, as trustee.

     (10.5b)  GreenPoint Sale and Servicing Agreement, dated as of June 1,
              2006, between Morgan Stanley Mortgage Capital Inc. and GreenPoint
              Mortgage Funding, Inc.

     (10.6a)  MortgageIT Assignment Agreement, dated as of September 1, 2006,
              between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., MortgageIT, Inc. and LaSalle Bank National
              Association, as trustee.

     (10.6b)  MortgageIT Purchase Agreement, dated as of March 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and MortgageIT, Inc.

     (10.7a)  Opteum Assignment Agreement, dated as of September 1, 2006,
              between Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., Opteum Financial Services LLC and LaSalle Bank
              National Association, as trustee.

     (10.7b)  Opteum Purchase Agreement, dated as of August 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and Opteum Financial Services
              LLC.

     (10.8a)  PHH Assignment Agreement, dated as of September 1, 2006, between
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., PHH Mortgage Corporation, Wells Fargo Bank, National
              Association, as master servicer and as securities administrator,
              and LaSalle Bank National Association, as trustee.

     (10.8b)  PHH Sale and Servicing Agreement, dated as of January 1, 2006,
              between Morgan Stanley Mortgage Capital Inc. and PHH Mortgage
              Corporation.

     (10.9a)  Quicken Assignment Agreement, dated as of September 1, 2006,
              among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., Quicken Loans, Inc. and LaSalle Bank National
              Association, as trustee.

     (10.9b)  Quicken Purchase Agreement, dated as of June 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and Quicken Loans, Inc.

     (10.10a) Hemisphere Assignment Agreement, dated as of September 1, 2006,
              among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., The Hemisphere National Bank and LaSalle Bank
              National Association, as trustee.

     (10.10b) Hemisphere Purchase Agreement, dated as of December 1, 2005,
              among Morgan Stanley Mortgage Capital Inc. and The Hemisphere
              National Bank.

     (10.11a) GMACM Assignment Agreement, dated as of September 1, 2006, among
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., GMAC Mortgage Corporation, LaSalle Bank National
              Association, as trustee, and Wells Fargo Bank, National
              Association, as master servicer.

     (10.11b) GMACM Servicing Agreement, dated as of January 1, 2006, between
              Morgan Stanley Mortgage Capital Inc. and GMAC Mortgage
              Corporation.

     (10.11c) WF Servicer Purchase Agreement, dated as of December 1, 2005
              among Morgan Stanley Capital I Inc., Morgan Stanley Mortgage
              Capital Inc., Wells Fargo Bank, National Association, as servicer,
              LaSalle Bank National Association, as trustee and Wells Fargo
              Bank, National Association, as master servicer.

     (10.11d) Omnibus Assignment Agreement, dated as of December 1, 2006 among
              Morgan Stanley Capital I Inc., Morgan Stanley Mortgage Capital
              Inc., Wells Fargo Bank, National Association, as servicer, LaSalle
              Bank National Association, as trustee and Wells Fargo Bank,
              National Association, as master servicer.

     (31) Rule 13a-14(d)/15d-14(d) Certifications.

     (33) Reports on assessment of compliance with servicing criteria for
          asset-backed securities.



      <TABLE>

      
         <c>
      a) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      b) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer
      c) GreenPoint Mortgage Funding, Inc., as Servicer
      d) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      e) LaSalle Bank, National Association, as Custodian
      f) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      g) Wells Fargo Bank, N.A., as Servicer
      h) Wells Fargo Bank, N.A., as Master Servicer
      i) Wells Fargo Bank, N.A., as Securities Administrator
      j) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (34) Attestation reports on assessment of compliance with servicing
          criteria for asset-backed securities.

      <TABLE>

      
        <c>
      a) Assurant Inc. as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      b) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer
      c) GreenPoint Mortgage Funding, Inc., as Servicer
      d) LandAmerica Tax and Flood Services as Sub-Contractor for GreenPoint Mortgage Funding, Inc.
      e) LaSalle Bank, National Association, as Custodian
      f) Regulus Group LLC as Sub-Contractor for Wells Fargo Bank, N.A.
      g) Wells Fargo Bank, N.A., as Servicer
      h) Wells Fargo Bank, N.A., as Master Servicer
      i) Wells Fargo Bank, N.A., as Securities Administrator
      j) ZC Sterling Insurance Agency, Inc. as Sub-Contractor for Wells Fargo Bank, N.A.

      </TABLE>

     (35) Servicer compliance statement.

      <TABLE>

      
         <c>
      a) GMAC Mortgage, LLC f/k/a GMAC Mortgage Corporation, as Servicer
      b) GreenPoint Mortgage Funding, Inc., as Servicer
      c) Wells Fargo Bank, N.A., as Servicer
      d) Wells Fargo Bank, N.A., as Master Servicer
      e) Wells Fargo Bank, N.A., as Securities Administrator

      </TABLE>