OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.8(d)

EXECUTION COPY- Post Reg AB

OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT,
dated as of September 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
(WFHM 2005-W102) attached as Exhibit I 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

<PAGE>

"Wells Servicing Agreement") 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 as modified by
the provisions of this 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 Schedule 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, waive or otherwise alter any of the terms or
provisions of the Wells Servicing Agreement which amendment, modification,



2
<PAGE>


waiver or other alteration would in any way affect the Specified Mortgage
Loans in any Trust or 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 3.03, 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 Fannie Mae- or FHLMC-approved Person.


3
<PAGE>


(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.

(d) The Servicer represents that, as of the date hereof,
it has (i) a servicing rating in the highest category
of Fitch and Moody's and (ii) a servicer evaluation
ranking in one of the two highest categories of S&P.

(e) The Owner hereby represents that it has provided prior
written notice of the transfer of the servicing rights
and the name of the successor Servicer to the Rating
Agencies.

5. Amendments to the SWSA

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

(a) With respect to Article I, the term "Permitted
Investments" is hereby added to the Definitions, and
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) The second sentence of the second paragraph of Section
4.01 is hereby amended and restated in its entirety as
follows:

"Unless the Mortgagor is in default with respect to
the Mortgage Loan or such default is, in the judgment
of the Company, imminent, the Company shall not permit
any modification of any Mortgage Loan that would
change the Mortgage Interest Rate, defer or forgive



4
<PAGE>


the payment of any principal or interest payments,
reduce or increase the outstanding principal amount
(except for actual payments of principal) or change
the maturity date on such Mortgage Loan."

(g) The last paragraph of Section 4.04 is hereby amended
and restated in its entirety as follows:

"The foregoing requirements for deposit into the
Custodial Account shall be exclusive, it being
understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of
late payment charges and assumption fees, to the
extent amounts on deposit in Custodial Account may be
invested at discretion of the Seller in the Permitted
Investments permitted by Section 6.01, need not be
deposited by the Company into the Custodial Account.
Any interest paid on funds deposited in the Custodial
Account by the depository institution from investment
in the Permitted Investments shall accrue to the
benefit of the Company and the Company shall be
entitled to retain and withdraw such interest from the
Custodial Account pursuant to Section 4.05."

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

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

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

"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."

(k) 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."

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




5
<PAGE>


"If the Company satisfies or releases a Mortgage
(except pursuant to a modification or liquidation
pursuant to this agreement) 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 Company 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."

(m) Section 6.04 is hereby modified as follows:

(1) paragraph (i) is inapplicable; and

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


(n) Section 6.06 is hereby modified as follows:

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

(o) 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,"

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


6
<PAGE>


"(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) Section 6.10 is inapplicable.

(r) Section 9.01(f)(i) is inapplicable.

(s) Section 9.01(f)(ii) is inapplicable.

(t) 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.

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

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


7
<PAGE>


"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 or any Subservicer (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."

(w) 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 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


8
<PAGE>


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)."

(x) 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."

(y) 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:

(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, or
Subcontractor (collectively, the
"Company Information"), or


9
<PAGE>


(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)(viii)(A) or in a
writing furnished pursuant to Section
9.01(f)(viii)(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)(viii)(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 appropriate to
reflect the relative fault of such
Indemnified Party on the one hand and the
Company on the other.




10
<PAGE>


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."

(z) 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."

(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]


11
<PAGE>


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

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 50328-0001
Attention: John B. Brown, MAC X2302-033

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


12
<PAGE>


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 governed by and 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

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.



13
<PAGE>

[SIGNATURE PAGE FOLLOWS]




14
<PAGE>



<TABLE>
<CAPTION>
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.

<S> <C>
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/ Susan L. Feld
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:

Acknowledged and Agreed:

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


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


15

</TABLE>

<PAGE>

SCHEDULE 1

THE TRUSTS

<TABLE>
<CAPTION>
-------------------------------- -------------------------- --------------------------------------------------------
Transaction Name Servicing Pooling and Servicing Agreement
Transfer Date
-------------------------------- -------------------------- --------------------------------------------------------
<S> <C> <C>
Morgan Stanley Mortgage Loan September 1, 2006 The Pooling and Servicing Agreement, dated as of May
Trust 2006-7 1, 2006 by and among the Depositor, the Master
Servicer and Securities Administrator, and the Trustee
-------------------------------- -------------------------- --------------------------------------------------------
Morgan Stanley Mortgage Loan September 1, 2006 The Pooling and Servicing Agreement, dated as of May
Trust 2006-8AR 1, 2006 by and among the Depositor, the Master
Servicer and Securities Administrator, and the Trustee
-------------------------------- -------------------------- --------------------------------------------------------


<CAPTION>
-------------------------------- --------------------- ------------------------ ------------------
Transaction Name Cut-off Date Transaction Closing For Further
Date Credit To
-------------------------------- --------------------- ------------------------ ------------------
<S> <C> <C> <C>
Morgan Stanley Mortgage Loan May 1, 2006 May 31, 2006 50922400, MSM
Trust 2006-7 2006-7

-------------------------------- --------------------- ------------------------ ------------------
Morgan Stanley Mortgage Loan May 1, 2006 May 31, 2006 50922500, MSM
Trust 2006-8AR 2006-8AR

-------------------------------- --------------------- ------------------------ ------------------

16

</TABLE>


<PAGE>


SCHEDULE 2

SPECIFIED MORTGAGE LOANS

[delivered to Owner, Servicer and Master Servicer]









17
<PAGE>



<TABLE>
<CAPTION>
SCHEDULE 3

ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENTS

------------------------------------------------------------- ---------------------------------------------------------------
Transaction Name Assignment Agreement
------------------------------------------------------------- ---------------------------------------------------------------
<S> <C>
Morgan Stanley Mortgage Loan Trust 2006-7 The Assignment Assumption and Recognition Agreement dated as
of May 1, 2006
------------------------------------------------------------- ---------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust 2006-8AR The Assignment Assumption and Recognition Agreement dated as
of May 1, 2006
------------------------------------------------------------- ---------------------------------------------------------------
</TABLE>

<PAGE>


EXHIBIT I

WELLS SERVICING AGREEMENT

[delivered to Owner, Servicer and Master Servicer]











2



<PAGE>


<TABLE>
<CAPTION>
EXHIBIT II
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.
----------------------------------- ----------------------------------