ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.13(a)



EXECUTION COPY




ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of March 1, 2006, is entered into among Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan Stanley
Mortgage Capital Inc. ("MSMCI"), Morgan Stanley Credit Corporation 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 2006-5AR (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
Second Amended And Restated Master Mortgage Loan Purchase Agreement, dated as
of February 1, 2004 (as amended or modified to the date hereof, the "Initial
Purchase Agreement"), and (b) a Third Amended And Restated Master Mortgage
Loan Purchase Agreement, dated as of November 1, 2005 (as amended or modified
to the date hereof, the "Purchase Agreement") and (c) a certain Amended and
Restated Master Servicing Agreement, dated as of February 1, 2004 (as amended
or modified to the date hereof, the "Servicing Agreement" and, together with
the Initial Purchase Agreement and the Purchase Agreement, 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;

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 Agreements 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 Agreements 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
Agreements 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 Agreements to the extent relating to the
Specified Mortgage Loans, and the Trustee,

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on 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 Servicing 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 Agreements. Accordingly, the right of MSMCI to consent to any amendment of
the Agreement and its rights concerning waivers as set forth in Section 16 of
the Purchase Agreement and Section 12.02 of the Servicing Agreement shall be
exercisable, to the extent any such amendment or waiver affects the Specified
Mortgage Loans or any of the rights under the Agreements 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"), (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.

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 Agreements or this Assignment.

(b) Each of the Depositor, MSMCI, Master Servicer and Seller represents
and warrants that it is duly and legally authorized to enter into this
Assignment.



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(c) Each of the Depositor, MSMCI, Servicer and Seller 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 Section 5 of the Purchase Agreement and Section 3.01 of the Servicing
Agreement, with respect to each of the Specified Mortgage Loans that were sold
by it under the Agreements, 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 will service the Mortgage Loans in accordance with the
terms and conditions of the Servicing Agreement and this Assignment. The
Servicer hereby acknowledges that Wells Fargo Bank, National Association has
been appointed as the Master Servicer of the Specified Mortgage Loans pursuant
to the Pooling and Servicing Agreement and, therefore, has the right to
enforce all obligations of the Servicer under the Servicing Agreement. Such
rights will include, without limitation, the right to terminate the Servicer
under the Servicing Agreement upon the occurrence of an event of default
thereunder, the right to receive all remittances required to be made by the
Servicer under the Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by the Servicer under the
Servicing Agreement, the right to examine the books and records of the
Servicer, 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 Servicing Agreement to the Master Servicer by
wire transfer of immediately available funds to:

Wells Fargo Bank, National Association
ABA Number: 121-000-248
Account Name: Corporate Trust Clearing
Account number: 3970771416
For further credit to: 50909000, MSM 2006-5AR

The Servicer shall deliver all reports required to be delivered under
the Servicing Agreement to the Master Servicer at the following address:

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, MSM 2006-5AR
Office Number: (410) 884-2000
Telecopier: (410) 715-2380

For the avoidance of doubt, the parties to this Assignment hereby
acknowledge that the Master Servicer shall have no obligation for enforcing or
overseeing the Servicer's activities pursuant to Article V of the Servicing
Agreement.

5. Amendments to the Servicing Agreement

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



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(a) The definition of "Permitted Investments" is hereby amended
and restated in its entirety as follows:

"(i) obligations of the United States or any agency thereof,
provided that such obligations are backed by the full faith and credit
of the United States;

(ii) general obligations of or obligations guaranteed by any state
of the United States or the District of Columbia receiving the highest
long-term debt rating of each Rating Agency, or such lower rating as
shall not result in the downgrading or withdrawal of the ratings then
assigned to the certificates issued pursuant to the Pooling and
Servicing Agreement (the "Certificates") by the Rating Agencies, as
evidenced by a signed writing delivered by each Rating Agency;

(iii) commercial or finance company paper which is then receiving
the highest commercial or finance company paper rating of each Rating
Agency rating such paper, or such lower rating as shall not result in
the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

(iv) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company
incorporated under the laws of the United States or of any state thereof
and subject to supervision and examination by federal and/or state
banking authorities, provided that the commercial paper and/or long-term
unsecured debt obligations of such depository institution or trust
company (or in the case of the principal depository institution in a
holding company system, the commercial paper or long-term unsecured debt
obligations of such holding company, but only if Moody's is not the
applicable Rating Agency) are then rated one of the two highest
long-term and the highest short-term ratings of each Rating Agency for
such securities, or such lower ratings as shall not result in the
downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;

(v) demand or time deposits or certificates of deposit issued by
any bank or trust company or savings institution to the extent that such
deposits are fully insured by the FDIC;

(vi) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation acceptable to the Rating Agencies
at the time of the issuance of such agreements, as evidenced by a signed
writing delivered by each Rating Agency;

(vii) repurchase obligations with respect to any security
described in clauses (i) and (ii) above, in either case entered into
with a depository institution or trust company (acting as principal)
described in clause (iv) above;

(viii) securities (other than stripped bonds, stripped coupons or
instruments sold at a purchase price in excess of 115% of the face
amount thereof) bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any
state thereof which, at the time of such investment, have one of the two
highest ratings of each Rating Agency (except if the Rating Agency is
Moody's, such rating shall be the highest commercial paper rating of
Moody's for any such series), or such lower rating as shall not result
in the downgrading or withdrawal of the ratings then assigned to the
Certificates by the Rating Agencies, as evidenced by a signed writing
delivered by each Rating Agency;



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(ix) interests in any money market fund which at the date of
acquisition of the interests in such fund and throughout the time such
interests are held in such fund has the highest applicable rating by
each Rating Agency rating such fund or such lower rating as shall not
result in a change in the rating then assigned to the Certificates by
each Rating Agency, as evidenced by a signed writing delivered by each
Rating Agency, including funds for which the Trustee, the Master
Servicer, the Securities Administrator or any of its Affiliates is
investment manager or adviser;

(x) short-term investment funds sponsored by any trust company or
national banking association incorporated under the laws of the United
States or any state thereof which on the date of acquisition has been
rated by each applicable Rating Agency in their respective highest
applicable rating category or such lower rating as shall not result in a
change in the rating then specified stated maturity and bearing interest
or sold at a discount acceptable to each Rating Agency as shall not
result in the downgrading or withdrawal of the ratings then assigned to
the Certificates by the Rating Agencies, as evidenced by a signed
writing delivered by each Rating Agency; and

(xi) such other investments having a specified stated maturity and
bearing interest or sold at a discount acceptable to the Rating Agencies
as shall not result in the downgrading or withdrawal of the ratings then
assigned to the Certificates by the Rating Agencies, as evidenced by a
signed writing delivered by each Rating Agency;

provided, that no such instrument shall be a Permitted Investment if (i)
such instrument evidences the right to receive interest only payments with
respect to the obligations underlying such instrument or (ii) such instrument
would require the Depositor to register as an investment company under the
Investment Company Act of 1940, as amended."

(b) The definition of "Principal Prepayment" is hereby added to
Section 1.01 of the Servicing Agreement:

"Principal Prepayment": Any payment or other recovery of principal on a
Mortgage Loan which is received in advance of its scheduled Due Date,
including any prepayment penalty, if applicable, or premium thereon and which
is not accompanied by an amount of interest representing scheduled interest
due on any date or dates in any month or months subsequent to the month of
prepayment."

(c) The definition of "Servicing Fee Rate" in Section 1 of the
Agreement is hereby amended and restated in its entirety as
follows:

"Servicing Fee Rate": With respect to the fixed rate Mortgage Loans,
0.25% per annum."

(d) For the avoidance of doubt, Section 4.05(ii) allows the
Servicer to use Liquidation Proceeds, Condemnation Proceeds and
Insurance Proceeds, and with respect to REO Property, funds
received as rental or similar income to reimburse itself for
unreimbursed Monthly Advances, subject to the other limitations
contained in such Section 4.05(ii).

(e) For the avoidance of doubt, Section 4.05(iii) allows the
Servicer to use funds from the Custodial Account to reimburse
itself for unreimbursed Servicing Advances, subject to the other
limitations contained in such Section 4.05(iii).

(f) The first paragraph of Section 4.13 of the Servicing Agreement
is hereby amended and restated in its entirety as follows:



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"With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Owner, or its designee. The Trustee's name shall
be placed on the title to such REO Property solely as the Trustee hereunder
and not in its individual capacity. With respect to any REO Property, the
Servicer shall take title as "LaSalle Bank National Association, as Trustee,
under the Pooling and Servicing Agreement dated March 1, 2006. Pursuant to its
efforts to sell such REO Property, the Servicer shall either itself or through
an agent selected by the Servicer, manage, protect, conserve and operate such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation, management and operation and protection of the interests of the
Owner, or its designee, rent the same, or any part thereof, as the Servicer
deems to be in the best interest of the Owner, or its designee, for the period
prior to the sale of such REO Property. The Servicer shall prepare for and
deliver to the Owner, or its designee, a statement with respect to each REO
Property that has been rented showing the aggregate rental income received and
all expenses incurred in connection with the maintenance of such REO Property
at such times as is necessary to enable the Owner, or its designee, to comply
with the reporting requirements of the REMIC Provisions. The net monthly
rental income, if any, from such REO Property shall be deposited in the
Certificate Account no later than the close of business on each Determination
Date. The Servicer shall perform the tax reporting and withholding required by
Sections 1445 and 6050J of the Code with respect to foreclosures and
abandonments, the tax reporting required by Section 6050H of the Code with
respect to the receipt of mortgage interest from individuals and any tax
reporting required by Section 6050P of the Code with respect to the
cancellation of indebtedness by certain financial entities, by preparing such
tax and information returns as may be required, in the form required, and
delivering the same to the Owner, or its designee, for filing.

In the event that the Owner, or its designee, acquires any Mortgaged
Property as aforesaid or otherwise in connection with a default or imminent
default on a Mortgage Loan, the Servicer shall dispose of such Mortgaged
Property as soon as practicable in a manner that maximizes the Liquidation
Proceeds thereof, but in no event later than three years after its acquisition
by the Owner, or its designee. In that event, the Owner, or its designee,
shall have been supplied with an Opinion of Counsel to the effect that the
holding by the Owner, or its designee, of such Mortgaged Property subsequent
to a three-year period, if applicable, will not result in the imposition of
taxes on "prohibited transactions" of any REMIC as defined in section 860F of
the Code or cause any REMIC to fail to qualify as a REMIC at any time, the
Owner, or its designee, may continue to hold such Mortgaged Property (subject
to any conditions contained in such Opinion of Counsel) after the expiration
of such three-year period. Notwithstanding any other provision of this
Agreement, no Mortgaged Property acquired by the Owner, or its designee, shall
be rented (or allowed to continue to be rented) or otherwise used for the
production of income by or on behalf of the Owner, or its designee, in such a
manner or pursuant to any terms that would (i) cause such Mortgaged Property
to fail to qualify as "foreclosure property" within the meaning of section
860G(a)(8) of the Code or (ii) subject any REMIC to the imposition of any
federal, state or local income taxes on the income earned from such Mortgaged
Property under Section 860G(c) of the Code or otherwise, unless the Servicer
has agreed to indemnify and hold harmless the Owner, or its designee, with
respect to the imposition of any such taxes."

(g) The second sentence of the third paragraph of Section 6.01 of
the Servicing Agreement is hereby amended and restated in its
entirety as follows:

"Such interest shall be paid by Servicer to Owner on the date such late
payment is made and shall cover the period commencing with the Business Day on
which such payment was due and ending with the Business Day on which such
payment is made, both inclusive."

(h) The first paragraph of Section 6.02 of the Servicing Agreement
is hereby amended and restated in its entirety as follows:



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"Statements to the Owner. Not later than the 10th calendar day of each
month (or, if such 10th day is not a Business Day, the following Business
Day), the Servicer shall forward to the Master Servicer in hard copy and
electronic format a statement setting forth (a) the amount of the distribution
made on such Remittance Date which is allocable to principal and allocable to
interest; (b) the amount of servicing compensation received by the Servicer
during the prior calendar month; (c) the aggregate Stated Principal Balance
and the aggregate unpaid principal balance of the Mortgage Loans as of the
last day of the preceding month; and (d) the paid through date for each
Mortgage Loan. Such statement shall also include mortgage loan level data as
agreed upon by the Servicer and the Master Servicer and, for Mortgage Loans
having been foreclosed and liquidated, the monthly reports substantially in
the form of Exhibit C, as applicable, attached hereto."

(i) Sections 7.04, 7.05 and 7.07 of the Servicing Agreement are
hereby deleted.

(j) The word "or" is added at the end of Sections 10.01(vi) and
10.01(vii) and the following paragraph is hereby incorporated into
the Servicing Agreement as new Section 10.01(viii):

"(f) failure by the Servicer to duly perform, within the required time
period, its obligations under Sections 7.04 and 7.05 of the Purchase Agreement
which failure continues unremedied for a period of fourteen (14) 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;"

(k) Section 11.01 of the Servicing Agreement is hereby amended and
restated in its entirety:

"Termination. The respective obligations and responsibilities of
Servicer shall terminate upon: (i) the later of the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or
the disposition of all REO Property and the remittance of all funds due
hereunder, (ii) mutual consent of Servicer and Owner in writing or (iii) a
resignation permitted by Section 9.04 hereof.

(l) The following paragraph is hereby incorporated into the
Servicing Agreement as new Section 12.15:

"Third Party Beneficiary. For purposes of this Agreement and the
Purchase Agreement, including but not limited to Section 7.05 of the Purchase
Agreement, any Master Servicer shall be considered a third party beneficiary
to this Agreement and the Purchase Agreement, entitled to all the rights and
benefits accruing to any Master Servicer herein as if it were a direct party
to this Agreement and the Purchase Agreement."

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

6. Amendments to the Purchase Agreement

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

(a) The first sentence of Section 7.03(c) of the Purchase
Agreement is hereby amended and restated in its entirety as
follows:

"If so requested by the Purchaser, the Seller shall provide such
information regarding the Seller, as servicer of the Mortgage Loans, and each
Subservicer (each of the Seller and each Subservicer, for



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purposes of this paragraph, a "Servicer"), as is requested for the purpose of
compliance with Items 1108, 1117 and 1119 of Regulation AB.

(b) Section 7.03(d) of the Purchase 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 Company
shall (or shall cause each Subservicer to) (i) promptly notify the Purchaser,
any Master Servicer and any Depositor in writing of (A) any litigation or
governmental proceedings pending against the Company, any Subservicer or any
Third-Party Originator that would be material to securityholders, (B) any
affiliations or relationships that develop following the closing date of a
Securitization Transaction between the Company, any Subservicer and any of the
parties specified in clause (D) of paragraph (a) of this Section (and any
other parties identified in writing by the requesting party) with respect to
such Securitization Transaction, (C) any Event of Default under the terms of
this Agreement or any Reconstitution Agreement, (D) any merger, consolidation
or sale of substantially all of the assets of the Company and (E) the
Company's entry into an agreement with a Subcontractor to perform or assist
the Company with the performance of any of the Company's obligations under
this Agreement or any Reconstitution Agreement, and (ii) provide to the
Purchaser and any Depositor a description of such proceedings, affiliations or
relationships."

(c) Section 7.03 (e) (ii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:

"which may be appointed as a successor to the Seller or any Subservicer,
the Seller shall provide to the Purchaser, and any Master Servicer at least
fifteen (15) calendar days prior to the effective date of such succession or
appointment,"

(d) Section 7.03 (f) of the Purchase Agreement is hereby amended
and restated in its entirety as follows:

"In addition to such information as the Company, as servicer, is obligated to
provide pursuant to other provisions of this Agreement, not later than ten
(10) days prior to the deadline for the filing of any distribution report on
Form 10-D in respect of any Securitization Transaction that includes any of
the Mortgage Loans serviced by the Company or any Subservicer, the Company or
such Subservicer, as applicable, shall, to the extent the Company or such
Subservicer has knowledge, provide to the party responsible for filing such
report (including, if applicable, the Master Servicer) notice of the
occurrence of any of the following events along with all information, data,
and materials related thereto as may be required to be included in the related
distribution report on Form 10-D (as specified in the provisions of Regulation
AB referenced below):

(i) any material modifications, extensions or waivers of pool
asset terms, fees, penalties or payments during the distribution
period or that have cumulatively become material over time (Item
1121(a)(11) of Regulation AB);

(ii) material breaches of pool asset representations or
warranties or transaction covenants (Item 1121(a)(12) of
Regulation AB); and

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

(e) The following is inserted as 7.03 (g) of the Purchase
Agreement:



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

(f) Section 7.04 of the Purchase Agreement is hereby amended and
restated in its entirety as follows:

"On or before March 1 of each calendar year, commencing in 2007, the Servicer
shall deliver to the Owner, any Master Servicer and any Depositor a statement
of compliance addressed to the Owner, such Master Servicer and such Depositor
and signed by an authorized officer of the Servicer, to the effect that (i) a
review of the Servicer's activities during the immediately preceding calendar
year (or applicable portion thereof) and of its performance under this
Agreement and any applicable Reconstitution Agreement during such period has
been made under such officer's supervision, and (ii) to the best of such
officers' knowledge, based on such review, the Servicer has fulfilled all of
its obligations under this Agreement and any applicable Reconstitution
Agreement in all material respects throughout such calendar year (or
applicable portion thereof) or, if there has been a failure to fulfill any
such obligation in any material respect, specifically identifying each such
failure known to such officer and the nature and the status thereof.

In the event that the Servicer fails to timely comply with this Section 7.04,
the Depositor shall use its commercially reasonable efforts to obtain written
statements or assurances from the Commission, that such failure to provide the
required statement of compliance on a timely basis, and a one time additional
failure by the Servicer to comply with this Section 7.04, will not result in
any adverse effect on the Depositor or its affiliates with respect to any
Shelf Registration on Form S-3 of the Depositor or any of its affiliates. Any
costs or expenses incurred by the Depositor or the Master Servicer in
obtaining such statement or assurances from the Commission shall be reimbursed
to the Depositor or the Master Servicer by the Servicer. In the event that the
Depositor is unable to receive any such assurances from the Commission after
the use of such commercially reasonable efforts of the related year, such
failure by the Servicer to comply with this Section 7.04 shall be deemed an
Event of Default, automatically at such time, without notice and without any
cure period, and Depositor may, in addition to whatever rights the Depositor
may have under Section 8 of the Purchase Agreement and at law or equity or to
damages, including injunctive relief and specific performance, terminate all
the rights and obligations of the Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Servicer
for the same, as provided in Section 11 of the Purchase Agreement. Such
termination shall be considered with cause pursuant to Section 11.01 of the
Purchase Agreement. This paragraph shall supersede any other provision in this
Agreement or any other agreement to the contrary."

(g) Section 7.05(a)(i) of the Purchase Agreement is hereby amended
and restated in its entirety as follows:

"deliver to the Purchaser and any Master Servicer a report (in form and
substance reasonably satisfactory to the Purchaser and such Master Servicer)
regarding the Seller's assessment of compliance with the Servicing Criteria
during the immediately preceding calendar year, as required under Rules 13a-18
and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report
shall be addressed to the Purchaser and signed by an authorized officer of the
Seller, and shall address each of the Servicing Criteria specified on a
certification substantially in the form of Exhibit 12 hereto delivered to the
Purchaser concurrently with the execution of this Agreement;"

(h) Section 7.05(a)(ii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:



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"deliver to the Purchaser and such Master Servicer a report of a registered
public accounting firm reasonably acceptable to the Purchaser and any Master
Servicer that attests to, and reports on, the assessment of compliance made by
the Seller and delivered pursuant to the preceding paragraph. Such attestation
shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X
under the Securities Act and the Exchange Act;"

(i) Section 7.05(a)(iii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:

"cause each Subservicer, and each Subcontractor determined by the Seller
pursuant to Subsection 7.06(b) to be "participating in the servicing function"
within the meaning of Item 1122 of Regulation AB, to deliver to the Purchaser
and any Master Servicer an assessment of compliance and accountants'
attestation as and when provided in paragraphs (a) and (b) of this Section;
and"

(j) Section 7.05(a)(iv) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:

"deliver, and cause each Subservicer and Subcontractor described in clause
(iii) above to deliver, to the Purchaser, the Master Servicer, any Depositor
and any other Person that will be responsible for signing the certification (a
"Sarbanes Certification") required by Rules 13a-14(d) and 15d-14(d) under the
Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on
behalf of an asset-backed issuer with respect to a Securitization Transaction
a certification, signed by an appropriate officer of the Servicer, in the form
attached hereto as Exhibit 11. In addition to providing the Sarbanes
Certification, the Servicer shall also cooperate with the Depositor and
provide such additional information as the Depositor may reasonably request
with respect thereto."

(k) The first sentence of Section 7.06(a) is amended to add the
Master Servicer as a party that the Seller need not seek consent
from for the utilization of any Subservicer. The third sentence of
Section 7.06(a) is amended to require the Company to cause any
Subservicer or Subcontractor to comply with all of the following
Sections of the Purchase Agreement: Section 7.02, Section 7.03(c),
(e), (f) and (g), Section 7.04, Section 7.05, Section 7.06(a) and
Section 7.07.

(l) The first paragraph of Section 7.06(b) is hereby amended and
restated in its entirety as follows:

"It shall not be necessary for the Seller to seek the consent of the Purchaser
or any Master Servicer to the utilization of any Subcontractor. The Seller
shall promptly upon request provide to the Purchaser and any Master Servicer a
written description (in form and substance satisfactory to the Purchaser and
such Master Servicer) of the role and function of each Subcontractor utilized
by the Seller or any Subservicer, specifying (i) the identity of each such
Subcontractor, (ii) which, if any, of such Subcontractors are "participating
in the servicing function" within the meaning of Item 1122 of Regulation AB,
and (iii) which elements of the Servicing Criteria will be addressed in
assessments of compliance provided by each Subcontractor identified pursuant
to clause (ii) of this paragraph.""

(m) The last sentence of the second paragraph of Section 7.06(b)
is amended to require the Company to cause any Subservicer or
Subcontractor to provide any assessment of compliance and
attestation but also any other certifications required to
delivered under Section 7.05.

(n) Section 7.07(a) of the Purchase Agreement is hereby amended
and restated in its entirety as follows:



10
<PAGE>

"The Seller shall indemnify the Purchaser, each affiliate of the Purchaser,
and each of the following parties participating in a Securitization
Transaction: each sponsor and issuing entity; each Person, including but not
limited to, any Master Servicer, 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, and of the Depositor
(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:

(o) Section 7.07(a)(ii) of the Purchase Agreement is hereby
amended and restated in its entirety as follows:

"(ii) any breach by the Company under this Section 7, including particularly
any failure by the Company, any Subservicer, any Subcontractor to deliver any
information, report, certification, accountants' letter or other material when
and as required, under this Section 7, including any failure by the Company to
identify pursuant to Section 7.06(b) any Subcontractor "participating in the
servicing function" within the meaning of Item 1122 of Regulation AB;"

(p) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
7.07(b)(i) of the Purchase Agreement:

"(and if the Company is servicing any of the Mortgage Loans in a
Securitization Transaction, appoint a successor servicer reasonably acceptable
to the Master Servicer for such Securitization Transaction)"

(q) The following is added as Section 7.07(c) of the Purchase
Agreement:

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

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

(r) Exhibit 11 to the Purchase Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit 11 attached to this
Assignment as Exhibit C-1.

(s) Exhibit 12 to the Purchase Agreement is hereby replaced in its
entirety with the Amended and Restated Exhibit 12 attached to this
Assignment as Exhibit A-1.

(t) Written notice provided in compliance with Sections 7.03(d),
(e) or (f) of the Purchase Agreement shall be substantially in the
form of Exhibit B-1 to this Agreement.

7. 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



11
<PAGE>

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.

8. Continuing Effect

Except as contemplated hereby, the Agreements shall remain in full force
and effect in accordance with its terms.

9. Governing Law

This Assignment and the rights and obligations hereunder shall be
governed by and construed in accordance with the internal laws of the State of
New York.

10. Notices

Any notices or other communications permitted or required under the
Agreements to be made to the Depositor, MSMCI, the Seller, the Servicer and
the Trustee shall be made in accordance with the terms of the related
Agreement and shall be sent 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 2006-5AR


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 2006-5AR



12
<PAGE>

In the case of the Trustee:

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services MSM 2006-5AR

In the case of the Seller and the Servicer:

Morgan Stanley Credit Corporation
2500 Lake Cook Road
Riverwoods, Illinois 60015
Attention: Law Division, Secondary Marketing

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 related
Agreement.

11. Ratification

Except as modified and expressly amended by this Assignment, the
Agreements are in all respects ratified and confirmed, and all terms,
provisions and conditions thereof shall be and remain in full force and
effect.

12. 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.

13. Definitions

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

[SIGNATURE PAGE FOLLOWS]

<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Assignment the
day and year first above written.

MORGAN STANLEY MORTGAGE CAPITAL
INC.


By: /s/ Steven Shapiro
--------------------------------
Name: Steven Shapiro
Title: ED


MORGAN STANLEY CAPITAL I INC.


By: /s/ Steven Shapiro
--------------------------------
Name: Steven Shapiro
Title: VP


MORGAN STANLEY CREDIT CORPORATION


By: /s/ Kevin Norris
--------------------------------
Name: Kevin Norris
Title: Senior Vice President




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


By: /s/ Patricia Russo
------------------------------
Name: Patricia Russo
Title: VP

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-5AR


By: /s/ Susan L. Feld
------------------------------
Name: Susan L. Feld
Title: Assistant VP

<PAGE>

EXHIBIT I

Mortgage Loan Schedule

[see Schedule A to Pooling and Servicing Agreement]

<PAGE>

Exhibit IIA: Standard File Layout - Delinquency Reporting

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