OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.8d

EXECUTION COPY - Post Reg AB

OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

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




1
<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 third sentence of the second paragraph of Section 4.01
is hereby amended and restated in its entirety as follows:

"In the event that no default exists or is imminent, the
Company shall request written consent from the Purchaser
to permit such a modification and the Purchaser shall
provide written consent or notify the Company of its
objection to such modification within three Business Days
of its receipt of the Company's request."

(h) 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."

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

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

(k) 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."

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




5
<PAGE>

"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."

(m) 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 (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."

(n) 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.

(o) Section 6.05 is hereby deleted in its entirety.

(p) Section 6.06 is hereby modified as follows:




6
<PAGE>

(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

(q) 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,"

(r) 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)"

(s) Section 6.10 is inapplicable.

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

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

(v) 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.

(w) 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
<PAGE>

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

(x) 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 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."

(y) 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





8
<PAGE>

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)."

(z) 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."

(aa) 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:




9
<PAGE>

(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 (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




10
<PAGE>

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."

(bb) 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."

(cc) Exhibit J is hereby replaced in its entirety with Exhibit
III 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 1511
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>



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
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
<PAGE>

<TABLE>
<CAPTION>


SCHEDULE 1

THE TRUSTS
<S> <C> <C> <C> <C> <C>


-----------------------------------------------------------------------------------------------------------------------------
Transaction Name Servicing Pooling and Servicing Agreement Cut-off Date Transaction For Further
Transfer Date Closing Date Credit To
-----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley October 1, 2006 The Pooling and Servicing Agreement, January 1, 2006 January 31, 2006 50890500,
Mortgage Loan Trust dated as of January 1, 2006 by and MSM 2006-1AR
2006-1AR among the Depositor, the Master
Servicer and Securities
Administrator, and the Trustee
-----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley October 1, 2006 The Pooling and Servicing Agreement, January 1, 2006 January 31, 2006 50890600,
Mortgage Loan Trust dated as of January 1, 2006 by and MSM 2006-2
2006-2 among the Depositor, the Master
Servicer and Securities
Administrator, and the Trustee
-----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley October 1, 2006 The Pooling and Servicing Agreement, July 1, 2006 July 31, 2006 50933200,
Mortgage Loan Trust dated as of July 1, 2006 by and among MSM 2006-9AR
2006-9AR the Depositor, the Master Servicer
and Securities Administrator, and the
Trustee
-----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley October 1, 2006 The Pooling and Servicing Agreement, July 1, 2006 July 31, 2006 50933300,
Mortgage Loan Trust dated as of July 1, 2006 by and among MSM 2006-11
2006-11 the Depositor, the Master Servicer
and Securities Administrator, and the
Trustee
-----------------------------------------------------------------------------------------------------------------------------

</TABLE>


16
<PAGE>


SCHEDULE 2

SPECIFIED MORTGAGE LOANS

[delivered to Owner, Servicer and Master Servicer]


17
<PAGE>


SCHEDULE 3

ASSIGNMENT ASSUMPTION AND RECOGNITION AGREEMENTS
<TABLE>
<CAPTION>
<S> <C>

---------------------------------------------------------------------------------------
Transaction Name Assignment Agreement
--------------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust The Assignment Assumption and Recognition
2006-1AR Agreement dated as of January 1, 2006
--------------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust 2006-2 The Assignment Assumption and Recognition
Agreement dated as of January 1, 2006
--------------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust The Assignment Assumption and Recognition
2006-9AR Agreement dated as of July 1, 2006
------------------------------------