Exhibit 99.10(a) EXECUTION COPY ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

                                                                Exhibit 99.10(a)

                                                                 EXECUTION COPY



               ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

        THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of January 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 2006-1AR (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 "December Purchase Agreement," 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 December Purchase 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


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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 2006-1AR, Mortgage Pass-Through Certificates, Series 2006-1AR, (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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        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:   50890500, MSM 2006-1AR

        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 2006-1AR
               Office Number:   (410) 884-2000
               Telecopier: (410) 715-2380



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        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) is 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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                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,

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                        not misleading; provided, by way of clarification,
                        that clause (B) of this paragraph shall be construed
                        solely by reference to the Servicer 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,

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                 certification, accountants' letter or other material not
                delivered as required by the Servicer, any Subservicer, any
                Subcontractor or any Third-Party Originator.

                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 III.



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        (r) Exhibit 16 to the Agreement is hereby replaced in its entirety
        with Exhibit A-1 attached 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 2006-1AR




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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 2006-1AR

        In the case of the Trustee:

               LaSalle Bank, National Association,
               as Trustee for the Morgan Stanley Mortgage Loan Trust 2006-1AR
               135 South LaSalle Street, Suite 2910
               Chicago, Illinois 60603
               Attention: Trust Administration- MS0601

        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 2006-1AR

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 const