OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.7(d)

Execution Copy

OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
as of March 1, 2006 (the "Assignment" or the "Agreement"), among Morgan
Stanley Mortgage Capital Inc. ("Owner"), Wells Fargo Bank, National
Association, a national banking association ("Servicer"), and LaSalle Bank
National Association ("LaSalle"), as trustee ("Trustee") of each of the Morgan
Stanley Mortgage Loan Trusts listed on Schedule 1 hereto (each, a "Trust" and
together, the "Trusts") and acknowledged by Wells Fargo Bank, National
Association, as master servicer under each of the Pooling and Servicing
Agreement described below (in such capacity, the "Master Servicer") and as
securities administrator (in such capacity, the "Securities Administrator")
and Morgan Stanley Capital I Inc. (the "Depositor").


WHEREAS, on the respective transaction closing dates set forth on
Schedule 1 hereto, the Owner sold those certain mortgage loans in each Trust
identified on Schedule 2 attached hereto (the "Specified Mortgage Loans") to
the related Trust, each of which was formed pursuant to the related pooling
and servicing agreement described on Schedule 1 attached hereto (in each case,
the "Pooling and Servicing Agreement");


WHEREAS, in connection with the sale of the Specified Mortgage Loans
to the Trust, the Owner retained the right to service the Specified Mortgage
Loans (the "Servicing Rights");


WHEREAS, pursuant to that certain servicing agreement, dated as of
May 20, 2005 (the "Initial GMAC Flow Servicing Agreement"), by and between the
Owner and GMAC Mortgage Corporation ("GMAC"), as amended by the First Amended
and Restated Servicing Agreement, dated as of January 1, 2006 (the "Amended
Flow Servicing Agreement" and, together with the Initial GMAC Flow Servicing
Agreement, the "GMAC Flow Servicing Agreement") and as further modified by the
related Assignment, Assumption and Recognition Agreement identified on
Schedule 3 hereto, each dated as of the date of the Pooling and Servicing
Agreement, by and among the Owner, GMAC, and the Trustee, and acknowledged by
the Master Servicer and Securities Administrator and by the Depositor (each, a
"GMAC AAR" and, together with the GMAC Flow Servicing Agreement, for each
Trust, the related "GMAC Servicing Agreement"), GMAC agreed to service the
Specified Mortgage Loans on behalf of each Trust pursuant to the terms of the
related GMAC Servicing Agreement; and


WHEREAS, the Owner has exercised its right to terminate GMAC as
servicer under each GMAC Servicing Agreement (and GMAC has acknowledged each
such termination in writing) and to sell to the Servicer, and the Servicer
purchased from the Owner the Servicing Rights and agrees to service the
Specified Mortgage Loans, subject to the terms hereof and the terms (servicing
provisions only) of that certain Seller's Warranties and Servicing Agreement
attached as Exhibit A hereto, dated as of December 1, 2005, by and between the
Owner and the Servicer (the "SWSA"), as modified by this Omnibus Assignment,
Assumption and Recognition Agreement (the "Wells AAR" and, together with the
SWSA, the "Wells Servicing Agreement")


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and Servicer agrees to service the Specified Mortgage Loans in each Trust in
accordance with the provisions of the Wells Servicing Agreement;


WHEREAS, pursuant to the related Pooling and Servicing Agreement,
the Owner has obtained written consent from each Rating Agency that the
transfer of servicing from GMAC to Servicer will not result in a ratings
downgrade on the securities issued by the related transaction identified on
Schedule 1 hereto.

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. Acknowledgement of Sale of Servicing Rights.

The Servicer and the Owner hereby acknowledge that, pursuant to the
Flow Servicing Rights Purchase and Sale Agreement, dated as of May 12, 2005,
as amended, between the Owner, as seller, and the Servicer, as purchaser (the
"Purchase Agreement"), the Owner, as owner of all of the Servicing Rights with
respect to the Specified Mortgage Loans sold such Servicing Rights to the
Servicer.

Pursuant to the Purchase Agreement, Servicer purchased the Servicing
Rights with respect to the Specified Mortgage Loans and hereby agrees to
assume the servicing of the Specified Mortgage Loans from GMAC and to service
them for the benefit of each Trust listed on Schedule 1 hereto in accordance
with the provisions of the Wells Servicing Agreement.

In connection with the transfer of the Servicing Rights, the
Servicer agrees that, from and after the applicable Servicing Transfer Date as
specified on Schedue 1 attached hereto (each, a "Servicing Transfer Date"),
each Specified Mortgage Loan will be subject to, and serviced by the Servicer
under, the Wells Servicing Agreement.

The Owner specifically reserves and does not assign to any Trust
listed on Schedule 1 hereunder those rights under the Wells Servicing
Agreement that do not relate to the servicing of the Specified Mortgage Loans
and any and all right, title and interest in, to and under and any obligations
of the Owner with respect to any mortgage loans subject to the Wells Servicing
Agreement which are not the Specified Mortgage Loans.

2. Recognition by the Servicer

The Servicer hereby acknowledges and agrees that from and after the
applicable Servicing Transfer Date, the Trust shall be considered the
"Purchaser" (as such term is defined in the SWSA), which term shall include,
with respect to the servicing of the Specified Mortgage Loans, the Master
Servicer acting on each Trust's behalf) and further agrees that each Trust
shall have all the rights and remedies available to the Purchaser, insofar as
they relate to the servicing of the Specified Mortgage Loans in that Trust,
under the Wells Servicing Agreement. Neither the Servicer nor the Owner shall
amend or agree to amend, modify, waiver or otherwise alter any of the terms or
provisions of the Wells Servicing Agreements which amendment, modification,
waiver or other alteration would in any way affect the Specified Mortgage
Loans in any Trust or


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the Servicer's performance under the Wells Servicing Agreement with respect to
the Specified Mortgage Loans in that Trust without the prior written consent
of the Master Servicer.

The Servicer hereby acknowledges that Wells Fargo Bank, National
Association has been appointed as the Master Servicer of the Mortgage Loans in
each Trust pursuant to the related Pooling and Servicing Agreement and,
therefore, has the right to enforce all obligations of the Servicer under the
Wells Servicing Agreement with respect to the Specified Mortgage Loans. Such
rights will include, without limitation except that they relate solely to the
Specified Mortgage Loans in each Trust, the right to terminate the Servicer
under the Wells 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 Wells Servicing Agreement, the right to receive all monthly
reports and other data required to be delivered by the Servicer under the
Wells Servicing Agreement, the right to examine the books and records of the
Servicer, indemnification rights, except as otherwise specified herein, and
the right to exercise certain rights of consent and approval under the Wells
Servicing Agreement. The Servicer shall make all distributions under the Wells
Servicing Agreement required to be made to each Trust under this 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: [See Schedule 1 hereto]

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

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Client Manager, [Insert Series Designation]

3. Indemnification

Notwithstanding any statement to the contrary in Section 2 above,
the Servicer shall and does hereby acknowledge that the indemnification
provisions set forth in Section 8.01 and Section 9.01(g) of the SWSA shall be
available to and for the benefit of the Owner, the Depositor and each Trust
(including the Trustee and the Master Servicer acting on that Trust's behalf),
as provided in the Wells Servicing Agreement.

4. Representations and Warranties

(a) Each of the parties hereto represents and warrants that it
is duly and legally authorized to enter into this
Agreement.

(b) The Servicer hereby warrants and represents that it is a
FannieMae- or FHLMC-approved Person.


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(c) Each of the Owner and the Servicer represents and warrants
that this Agreement 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) and in the case of the Servicer, laws affecting the
contract obligations of insured banks.

5. Amendments to the SWSA

The parties to this Agreement hereby agree to amend the SWSA as
follows with respect to the Specified Mortgage Loans:

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

(b) With respect to Article I, the definition of "Static Pool
Information" shall be inapplicable.

(c) With respect to Article I, the definition of "Third-Party
Originator" shall be inapplicable.

(d) Section 3.01(i) (Selection Process), Section 3.01(k) (Sale
Treatment) and Section 3.01(m) (No Broker's Fees) of the
SWSA shall be inapplicable.

(e) Section 3.02 shall be inapplicable.

(f) Section 4.05(vii) is hereby amended to add the term
"Monthly Advances," prior to the term "Servicing
Advances."

(g) The words "on or before the Remittance Date" are hereby
deleted from the first sentence of Section 4.17.

(h) The second sentence of the second paragraph of Section
5.01 is hereby amended and restated in its entirety as
follows:


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"Such interest shall be deposited in the Custodial Account
by the Company on the date such late payment is made and
shall cover the period commencing with the day following
the Business Day on which such payment was due and ending
with the Business Day on which such payment is made, both
inclusive."

(i) The first paragraph of Section 5.02 is hereby amended and
restated in its entirety as follows:

"Not later than the Remittance Report Date, the Company
shall furnish to the Purchaser in an electronic form the
information required by the reports attached hereto as
Exhibit II, or a form otherwise mutually agreed to by the
Company and Purchaser, with a trial balance report
attached thereto, as to the remittance period ending on
the last day of the preceding month."

(j) The second paragraph of Section 6.02 is hereby amended and
restated in its entirety as follows:

"If the Company satisfies or releases a Mortgage without
first having obtained payment in full of the indebtedness
secured by the Mortgage or should the Company otherwise
prejudice any rights the Purchaser, the Trustee or the
Trust Fund may have under the mortgage instruments, the
Company shall deposit into the Custodial Account the
entire outstanding principal balance, plus all accrued
interest on such Mortgage Loan, on the day preceding the
Remittance Date in the month following the date of such
release. The Companyr shall maintain the Fidelity Bond and
Errors and Omissions Insurance Policy as provided for in
Section 4.12 insuring the Company against any loss it may
sustain with respect to any Mortgage Loan not satisfied in
accordance with the procedures set forth herein."

(k) Section 6.04 is hereby modified as follows:

(1) delete paragraph (i) in its entirety; and

(2) the phrases "Purchaser and any Depositor" and
"Purchaser and such Depositor" are hereby deleted and
replaced with "Purchaser or Master Servicer" and
"Purchaser or such Master Servicer", respectively.

(l) Section 6.06 is hereby modified as follows:


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(1) the phrases "Purchaser and any Depositor" and
"Purchaser and such Depositor" are hereby deleted and
replaced with "Purchaser or Master Servicer" and
"Purchaser or such Master Servicer", respectively;

(2) Section 6.06(i) is hereby amended by inserting at
the end of such subsection "(or those Servicing Criteria
otherwise mutually agreed to by the Purchaser, the Company
and any Person that will be responsible for signing any
Sarbanes Certification with respect to a Securitization
Transaction in response to evolving interpretations of
Regulation AB)"; and

(m) The first word in Section 6.06(iv) is deleted and replaced
in its entirety with "deliver, and cause each Subservicer
and Subcontractor described in clause (iii) above to
deliver,"

(n) The following parenthetical is inserted directly before
the proviso in the last sentence of the first paragraph of
Section 6.07(i):

"(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)"

(o) Section 6.10 is hereby deleted in its entirety.

(p) Section 9.01(f)(i) is hereby deleted in its entirety.

(q) Section 9.01(f)(ii) is hereby deleted in its entirety.

(r) Section 9.01(f)(iii) is amended to require the Company to
comply with the obligations thereof in connection with the
purchase of servicing rights for the Specified Mortgage
Loans.

(s) Section 9.01(f)(iii) is also amended by adding the
following after item (H):

"(I) a description of any affiliation or relationship of a
type described in Item 1119 of Regulation AB between the
Servicer and any of the following parties to a
Securitization Transaction, as such parties are identified
to the Servicer by the Purchaser or any Depositor in
writing in advance of such Securitization Transaction:

(1) the sponsor;
(2) the depositor;
(3) the issuing entity;
(4) any servicer;
(5) any trustee;


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(6) any originator;
(7) any significant obligor;
(8) any enhancement or support provider; and
(9) any other material transaction party."


(t) Section 9.01(f)(iv) is hereby amended and restated in its
entirety as follows:

"For the purpose of satisfying its reporting obligation
under the Exchange Act with respect to any class of
asset-backed securities, the Company shall (or shall cause
each Subservicer to) (1) provide prompt notice to the
Purchaser, any Master Servicer and any Depositor in
writing of (A) any material litigation or governmental
proceedings pending against the Company, any Subservicer
or any Third-Party Originator, (B) any affiliations or
relationships that develop following the closing date of a
Securitization Transaction between the Company or any
Subservicer and any of the parties specified in Section
9.01(f)(iii)(I) (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 Subservicer
to perform or assist in the performance of any of the
Company's obligations under this Agreement or any
Reconstitution Agreement and (2) provide to the Purchaser
and any Depositor a description of such proceedings,
affiliations or relationships."

(u) Section 9.01(f)(vi) is hereby renumbered as 9.01(f)(viii),
and the following new Section 9.01(f)(vi) is hereby
inserted as follows:

"(vi) 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)
calendar 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


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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)."

(v) Section 9.01(f)(vii) is hereby deleted in its entirety and
replaced with the following new Section 9.01(f)(vii) as
follows:

"(vii) 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."

(w) Section 9.01(g) is hereby amended and restated in its
entirety as follows:

"(g) The Company shall indemnify the Purchaser, each
affiliate of the Purchaser, and each of the following
parties participating in a Securitization Transaction or
in connection with the purchase of any servicing rights:
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 or the Depositor (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:


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(i) (A) any untrue statement of a material fact
contained or alleged to be contained in any
information, report, certification, accountants'
letter or other material provided under Sections
4.25, 6.04(ii), 6.06, 9.01(e) and (f) by or on behalf
of the Company, or provided under Sections 4.25,
6.04(ii), 6.06, 9.01(e) and (f) by or on behalf of
any Subservicer, Subcontractor or Third-Party
Originator (collectively, the "Company Information"),
or (B) the omission or alleged omission to state in
the Company Information a material fact required to
be stated in the Company 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 Company Information and
not to any other information communicated in
connection with a sale or purchase of securities,
without regard to whether the Company Information or
any portion thereof is presented together with or
separately from such other information;

(ii) any breach by the Company of its obligations
under, or any failure by the Company, any Subservicer
or any Subcontractor to deliver any information,
report, certification, accountants' letter or other
material when and as required under, Sections 4.25,
6.04(ii), 6.06, 9.01(e) and (f), including any
failure by the Company to identify any Subcontractor
"participating in the servicing function" within the
meaning of Item 1122 of Regulation AB; or

(iii)any breach by the Company of a representation or
warranty set forth in Section 9.01(f)(vi)(A) or in a
writing furnished pursuant to Section 9.01(f)(vi)(B)
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 Company of a representation or
warranty in a writing furnished pursuant to Section
9.01(f)(vi)(B) to the extent made as of a date
subsequent to such closing date; or

(iv) the negligence bad faith or willful misconduct
of the Company in connection with its performance
under this Article IX.

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


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appropriate to reflect the relative fault of such
Indemnified Party on the one hand and the Company on the
other.

In the case of any failure of performance described in
sub-clause (ii) of this Section 9.01(g), the Company shall
promptly reimburse the Purchaser, any Depositor, as
applicable, and each Person responsible for the
preparation, execution or filing of any report required to
be filed with the Commission with respect to such
Securitization Transaction, or for execution of a
certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization
Transaction, for all costs reasonably incurred by each
such party in order to obtain the information, report,
certification, accountants' letter or other material not
delivered as required by the Company, any Subservicer or
any Subcontractor.

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

(x) The following paragraph is hereby incorporated into the
SWSA as new Section 13:

"Third Party Beneficiary. For purposes of this Agreement,
including but not limited to Subsections 6.04 and 6.06,
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."

(y) Section 10.01(ii) is hereby amended and restated in its
entirety as follows:

"failure by the Company duly to observe or perform in any
material respect any other of the covenants or agreements
on the part of the Company set forth in this Agreement
(other than as set forth in Section 6.07) which continues
unremedied for a period of 90 days after the date on which
written notice of such failure, requiring the same to be
remedied, shall have been given to the Company by the
Purchaser or by the Custodian; or"

(z) The word "or" added to the end of Section 10.01(ix) and
the following paragraph is hereby incorporated into the
SWSA as new Section 10.01(x):


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"(x) failure by the Servicer to duly perform, within the
required time period, its obligations under Sections 6.04
or 6.06 which failure continues unremedied for a period of
fourteen (14) calendar 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."

(aa) Exhibit J is hereby replaced in its entirety with Exhibit
II to this Omnibus Assignment, Assumption and Recognition
Agreement.

6. Notices

The Depositor's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Agreement is:

Morgan Stanley Capital I Inc.
1585 Broadway
New York, New York 10036
Attention: [Insert Series Designation]

The Trustee's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Agreement is:

LaSalle Bank National Association
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attn: Global Securities and Trust Services-[Insert Series
Designation]

The Owner's address for purposes for all notices and correspondence
related to the Mortgage Loans and this Agreement is:

Morgan Stanley Mortgage Capital Inc.
1221 Avenue of the Americas
New York, New York 10020
Attention: [Insert Series Designation]

With a copy to:

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Attention: General Counsel's Office


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<PAGE>

The Servicer's address for purposes for all notices and
correspondence related to the Mortgage Loans and this Agreement is:

Wells Fargo Bank, National Association
1 Home Campus
Des Moines, Iowa 50328-001
Attention: John B. Brown, MAC X2401-042

With a copy to:

Wells Fargo Bank, National Association
1 Home Campus
Des Moines, Iowa 50328-0001
Attention: General Counsel, MAC X2401-06T

and

Wells Fargo Bank, National Association
7430 New Technology Way
Frederick, Maryland 21703
Attention: Structured Finance, MAC X3906-012

7. Certain Matters Regarding the Trustee

It is expressly understood and agreed by the parties hereto that (i)
this Agreement is executed and delivered by LaSalle Bank National Association,
not individually or personally but solely on behalf of the related Trusts, as
the assignee, in the exercise of the powers and authority conferred and vested
in it, as Trustee, pursuant to the related 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 related Trusts, (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 any Trust under this Agreement and (v) all recourse for any
payment liability or other obligation of the assignee shall be had solely to
the assets of the affected Trust.

8. Governing Law

This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflicts of law principles, and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.

9. Modifications


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No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party
against whom such waiver or modification is sought to be enforced.

10. Successor and Assigns

This Agreement shall inure to the benefit of (i) the successors and
assigns of the parties hereto and (ii) the Trust (including the Trustee and
the Master Servicer acting on the Trust's behalf). Any entity into which the
Owner, the Depositor or the Servicer may be merged or consolidated shall,
without the requirement for any further writing, be deemed the Owner, the
Depositor or the Servicer, respectively, hereunder.

11. Continuing Effect

Except as contemplated by this Assignment, the SWSA shall remain in
full force and effect in accordance with its terms.

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 SWSA.

14. Conflicts

In the event that any provision of this Agreement conflicts with any
provision of the SWSA with respect to the Specified Mortgage Loans, the terms
of this Agreement shall control.


[SIGNATURE PAGE FOLLOWS]



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<PAGE>


IN WITNESS WHEREOF, the parties have caused this Assignment,
Assumption and Recognition Agreement to be executed by their duly authorized
officers as of the date first above written.


Owner THE TRUSTS
MORGAN STANLEY MORTGAGE CAPITAL INC. BY: LASALLE BANK NATIONAL ASSOCIATION,
AS TRUSTEE OF EACH OF THE TRUSTS SET
FORTH ON SCHEDULE 1 HERETO



By: /s/ Van Cushny By: /s/ Christopher Lewis
Its: Vice President Its: Assistant Vice President
Taxpayer Identification
Number:

Servicer
WELLS FARGO BANK, NATIONAL ASSOCIATION



By: /s/ Laurie McGoogan
Its: Vice President
Taxpayer Identification
Number: 94-1347393

Acknowledged and Agreed:

MORGAN STANLEY CAPITAL I INC. WELLS FARGO BANK, NATIONAL ASSOCIATION,
AS MASTER SERVICER



By: /s/ Valerie H. Kay By: /s/ Diane Courtney
Its: Vice President Its: Vice President
Taxpayer Identification
Number:



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SCHEDULE 1
<TABLE>
<CAPTION>
THE TRUSTS

---------------------------------------------------------------------------------------------------------------------------
Transaction Name Servicing Pooling and Servicing Agreement
Transfer Date
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Morgan Stanley March 1, 2006 The Pooling and Servicing Agreement, dated as of January 1, 2006
Mortgage Loan Trust by and among the Depositor, the Master Servicer and Securities
2006-1AR Administrator, and the Trustee
---------------------------------------------------------------------------------------------------------------------------
Morgan Stanley March 1, 2006 The Pooling and Servicing Agreement, dated as of January 1, 2006
Mortgage Loan Trust by and among the Depositor, the Master Servicer and Securities
2006-2 Administrator, and the Trustee
---------------------------------------------------------------------------------------------------------------------------
Morgan Stanley March 1, 2006 The Pooling and Servicing Agreement, dated as of February 1,
Mortgage Loan Trust 2006 by and among the Depositor, the Master Servicer and
2006-3AR Securities Administrator, and the Trustee
---------------------------------------------------------------------------------------------------------------------------


<CAPTION>

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Transaction Name Cut-off Date Transaction Closing Date For Further Credit
To
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Morgan Stanley January 1, 2006 January 31, 2006 50890500, MSM
Mortgage Loan Trust 2006-1AR
2006-1AR
----------------------------------------------------------------------------------------------------
Morgan Stanley January 1, 2006 January 31, 2006 50890600, MSM 2006-2
Mortgage Loan Trust
2006-2
----------------------------------------------------------------------------------------------------
Morgan Stanley February 1, 2006 February 28, 2006 50896100, MSM
Mortgage Loan Trust 2006-3AR
2006-3AR
----------------------------------------------------------------------------------------------------
</TABLE>



15
<PAGE>


SCHEDULE 2

SPECIFIED MORTGAGE LOANS

[delivered to Owner, Servicer and Master Servicer]



16
<PAGE>



SCHEDULE 3

ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENTS

------------------------------------------------------------------------------
Transaction Name Assignment Agreement
------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust The Assignment Assumption and
2006-1AR Recognition Agreement dated as of
January 1, 2006
------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust The Assignment Assumption and
2006-2 Recognition Agreement dated as of
January 1, 2006
------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust The Assignment Assumption and
2006-3AR Recognition Agreement dated as of
February 1, 2006
------------------------------------------------------------------------------



<PAGE>



EXHIBIT A

WELLS SERVICING AGREEMENT

[delivered to Owner, Servicer and Master Servicer]




2

<PAGE>



EXHIBIT II
Exhibit IA: Standard File Layout - Delinquency Reporting

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
Column/Header Name Description Decimal Format
Comment
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
SERVICER_LOAN_NBR A unique number assigned to a loan by the Servicer. This may be
different than the LOAN_NBR
----------------------------------------------------------------------------------------------------------------------------------
LOAN_NBR A unique identifier assigned to each loan by the originator.
----------------------------------------------------------------------------------------------------------------------------------
CLIENT_NBR Servicer Client Number
----------------------------------------------------------------------------------------------------------------------------------
SERV_INVESTOR_NBR Contains a unique number as assigned by an external servicer to
identify a group of loans in their system.
------------------------------------------------------------------------------------------------------------------