ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.7a

EXECUTION COPY


ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this
"Assignment"), dated as of May 1, 2006, is entered into among Morgan Stanley
Capital I Inc., a Delaware corporation (the "Depositor"), Morgan Stanley
Mortgage Capital Inc. ("MSMCI"), American Home Mortgage Corp., as seller (the
"Seller"), American Home Mortgage Servicing, Inc., as servicer (the
"Servicer"), and acknowledged by LaSalle Bank National Association, as trustee
(the "Trustee") of Morgan Stanley Mortgage Loan Trust 2006-8AR (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
Mortgage Loan Sale And Servicing Agreement, dated as of January 1, 2006 (the
"January Purchase Agreement), and a certain Amended and Restated Purchase
Price and Terms Letter, dated as of February 21, 2006, (the "Terms Letter,"
together with the January Purchase 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 January 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 as 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 as 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 2006-8AR, Mortgage Pass-Through Certificates, Series 2006-8AR, (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: 50922500, MSM 2006-8AR

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 2006-8AR
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 with respect to the Specified Mortgage Loans:

(a) "Permitted Investments" shall have the meaning of such term as
defined in the Pooling and Servicing Agreement.

(b) 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 each Mortgage Loan,
0.375% per annum."

(c) The last paragraph of Subsection 11.01 of the Agreement is
hereby deleted in its entirety.

(d) Subsection 11.14(b) is hereby amended and restated as follows:

"all amounts, if any, which the Servicer is obligated to
distribute pursuant to Subsection 11.14 and Subsection
11.16, plus"

(e) Subsection 11.16(i) is hereby amended and restated as follows:

"(i) for any Mortgage Loan and on any Remittance Date that
the distribution of all Liquidation Proceeds, REO Proceeds
and other payments or recoveries, (including Insurance
Proceeds and Condemnation Proceeds) occurs with respect to
such Mortgage Loan, or"

(f) Subsection 11.22 of the Agreement shall be inapplicable.

(g) Subsection 13.01(a) of the Agreement is hereby amended and
restated in its entirety as follows:

"(a) any failure by the Servicer to remit to the Purchaser
any payment required to be made under the terms of this
Agreement which continues unremedied for a period of one (1)
Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Purchaser;"

(h) 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 34.04 or Subsection 34.05, or the
certification required under clause (iv) of Subsection
34.05, 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 the Purchaser;"



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(i) The last sentence of Subsection 14.02 of the Agreement is
hereby amended and restated in its entirety as follows:

"The termination fee provided for in this Subsection 14.02
shall be paid by the Purchaser within ten (10) Business Days
of any such termination without cause by the Purchaser."

(j) Subsection 34.03(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."

(k) Subsection 34.03(f) of the Agreement is hereby amended and
restated in its entirety as follows:

"(f) 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);

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



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(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).

(l) The following paragraph is hereby incorporated into the
Agreement as new Subsection 34.03 (g):

"(g) 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."

(m) Subsections 34.05(a)(iii) and 34.05(a)(iv) is hereby replaced
in their entirety with the following:

"(iii) cause each Subservicer, and each Subcontractor
determined by the Servicer pursuant to Subsection 34.06(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

(iv) 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. 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."

(n) The last paragraph of Subsection 34.05 is hereby amended and
restated in its entirety as follows:

"The Servicer acknowledges that the parties identified in
clause (a)(iv) above may rely on the certification provided
by the Servicer pursuant to such clause in signing a
Sarbanes Certification and filing such with the Commission.
Neither the Purchaser nor any Depositor will request
delivery of a certification under clause (a)(iv) above,
unless a Depositor is required under the Exchange Act to
file an annual report on Form 10-K with respect to an
issuing entity whose asset pool includes Mortgage Loans."

(o) The third sentence of Subsection 34.06(a) is hereby amended
and restated in its entirety as follows:



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"The Servicer shall cause any Subservicer used by the
Servicer (or by any Subservicer) for the benefit of the
Purchaser and any Depositor to comply with the provisions of
this Section and with Subsections 34.02, 34.03(c), (e), (f)
and (g), 34.04, 34.05 and 34.07 of this Agreement to the
same extent as if such Subservicer were the Servicer, and to
provide the information required with respect to such
Subservicer under Subsection 34.03(d) of this Agreement."

(p) Subsection 34.06 (b) of the Agreement is hereby amended and
restated in its entirety as follows:

"It shall not be necessary for the Servicer to seek the
consent of the Purchaser, any Master Servicer or any
Depositor to the utilization of any Subcontractor. The
Servicer shall promptly upon request provide to the
Purchaser, any Master Servicer and any Depositor (or any
designee of the Depositor, such as a master servicer or
administrator) a written description (in form and substance
satisfactory to the Purchaser, such Master Servicer and such
Depositor) of the role and function of each Subcontractor
utilized by the Servicer 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.

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 34.03(f),
34.03(g), 34.05 and 34.07 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 34.05, in each case as and when required to be
delivered."

(q) Subsection 34.07(a) of the Agreement is hereby amended and
restated in its entirety as follows:

"(a) The Servicer shall indemnify the Purchaser, each
affiliate of the Purchaser, 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 (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


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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 34 by or on behalf of the Servicer, or
provided under Section 34 by or on behalf of any
Subservicer, Subcontractor or Third-Party Originator
(collectively, the "Servicer Information"), or (B) the
omission or alleged omission to state in the Servicer
Information a material fact required to be stated in
the Servicer Information or necessary in order to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading; provided, by way of clarification, that
clause (B) of this paragraph shall be construed solely
by reference to the Servicer 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 by the Servicer of its obligations
under this Section 34, including particularly 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 34.03, 34.04 and 34.05, including any failure
by the Servicer to identify pursuant to Subsection
34.06(a) 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 34.03(g) or in a
writing furnished pursuant to Subsection 34.03(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 34.03(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 Section 34.

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


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execution of a certification pursuant to Rule 13a-14(d) or
Rule 15d-14(d) under the Exchange Act with respect to such
Securitization Transaction, for all costs reasonably
incurred by each such party in order to obtain the
information, report, certification, accountants' letter or
other material not delivered as required by the Servicer,
any Subservicer, any Subcontractor or any Third-Party
Originator.

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

(r) The following parenthetical is inserted directly before the
proviso in the last sentence of the first paragraph of Section
34.07(b)(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)"

(s) The following paragraph is hereby incorporated into the
Agreement as new Section 35:

"Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Subsections 12.01 and 34.05,
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."

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

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

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

(w) The Agreement is hereby modified to require that the Servicer
shall also provide each notice or delivery required by Section 302
of the Sarbanes-Oxley Act of 2002 or Regulation AB to any Master
Servicer that the Servicer is obligated to provide to the
Purchaser, and each assessment, certification or other document
required to be addressed to the Purchaser pursuant to Section 34
of the Sale and Servicing Agreement shall be addressed to the
Purchaser and the Master Servicer.

(x) Written notice provided to the Purchaser and any Master
Servicer in compliance with Sections 34.03(d), (e) or (f) of the
Sale and Servicing Agreement shall be substantially in the form of
Exhibit C 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


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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 2006-8AR


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 2006-8AR



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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 2006-8AR

In the case of the Seller:

American Home Mortgage Corp.
538 Broadhollow Road
Melville, NY 11747
Attention: General Counsel

with a copy to:

Alan B. Horn, General Counsel
American Home Mortgage Corp.
538 Broadhollow Road
Melville, NY 11747

In the case of the Servicer:

David Friedman
American Home Mortgage Servicing, Inc.
4600 Regent Blvd, Suite 200
Irving, TX 75063

with a copy to:

Alan Horn, General Counsel
American Home Mortgage Servicing, Inc.
538 Broadhollow Road
Melville, NY 11747

or to such other address as may hereafter be furnished by the Depositor and
the Trustee to the parties in accordance with the provisions of the Agreement.

10. Ratification

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

11. Counterparts

This Assignment may be executed in counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument.

12. Definitions



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

[SIGNATURE PAGE FOLLOWS]


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

MORGAN STANLEY MORTGAGE CAPITAL INC.


By: /s/ Valerie Kay
________________________________
Name: Valerie Kay
Title: Vice President

MORGAN STANLEY CAPITAL I INC.


By: /s/ Valerie Kay
________________________________
Name: Valerie Kay
Title: Vice President

AMERICAN HOME MORTGAGE CORP.


By: /s/ Alan B. Horn
________________________________
Name: Alan B. Horn
Title: Executive Vice President
General Counsel & Secretary

AMERICAN HOME MORTGAGE SERVICING,
INC.


By: /s/ Alan B. Horn
________________________________
Name: Alan B. Horn
Title: Executive Vice President
General Counsel & Secretary

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


By: /s/ Patricia M. Russo
___________________________________
Name: Patricia M. Russo
Title: Vice President

LASALLE BANK NATIONAL ASSOCIATION,
as Trustee of Morgan Stanley
Mortgage Loan Trust 2006-8AR


By: /s/ Susan L. Feld
___________________________________
Name: Susan L. Feld
Title: Assistant Vice President



13
<PAGE>

EXHIBIT I

Mortgage Loan Schedule

[see Schedule A to Pooling and Servicing Agreement]


<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Exhibit IIA: Standard File Layout - Delinquency Reporting
----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
Column/Header Name Description Decimal Format
Comment
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SERVICER_LOAN_NBR A unique number assigned to a loan by the
Servicer. This may be different than the
LOAN_NBR
----------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan
by the originator.
----------------------------------------------------------------------------------------------------
CLIENT_NBR Servicer Client Number
----------------------------------------------------------------------------------------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an
external servicer to identify a group of
loans in their system.
----------------------------------------------------------------------------------------------------
BORROWER_FIRST_NAME First Name of the Borrower.
----------------------------------------------------------------------------------------------------
BORROWER_LAST_NAME Last name of the borrower.
----------------------------------------------------------------------------------------------------
PROP_ADDRESS Street Name and Number of Property
----------------------------------------------------------------------------------------------------
PROP_STATE The state where the property located.
----------------------------------------------------------------------------------------------------
PROP_ZIP Zip code where the property is located.
----------------------------------------------------------------------------------------------------
BORR_NEXT_PAY_DUE_DATE The date that the borrower's next payment is MM/DD/YYYY
due to the servicer at the end of processing
cycle, as reported by Servicer.
----------------------------------------------------------------------------------------------------
LOAN_TYPE Loan Type (i.e. FHA, VA, Conv)
----------------------------------------------------------------------------------------------------
BANKRUPTCY_FILED_DATE The date a particular bankruptcy claim MM/DD/YYYY
was filed.
----------------------------------------------------------------------------------------------------
BANKRUPTCY_CHAPTER_CODE The chapter under which the bankruptcy
was filed.
----------------------------------------------------------------------------------------------------
BANKRUPTCY_CASE_NBR The case number assigned by the court to
the bankruptcy filing.
----------------------------------------------------------------------------------------------------
POST_PETITION_DUE_DATE The payment due date once the bankruptcy MM/DD/YYYY
has been approved by the cour