OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 98.8f

EXECUTION COPY - Post Reg AB

OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated
as of August 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 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

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"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,

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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.

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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.

(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

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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:

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"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):

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"(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:

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"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

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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

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(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.

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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]

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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 50328-001
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

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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.

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[SIGNATURE PAGE FOLLOWS]

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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/ Susan L. Feld
Its: Vice President Its: Assistant Vice President
Taxpayer Identification
Number:

Servicer
CENTRAL MORTGAGE COMPANY


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


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SCHEDULE 1

THE TRUSTS

<TABLE>
<CAPTION>
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Transaction Name Servicing Pooling and Servicing Agreement Cut-off Date Transaction For Further
Transfer Date Closing Date Credit To
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Morgan Stanley August 1, 2006 The Pooling and Servicing Agreement, February 1, 2006 February 28, 2006 50896100,
Mortgage Loan Trust dated as of February 1, 2006 by and MSM 2006-3AR
2006-3AR among the