OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

Exhibit 99.7(d)

EXECUTION COPY--Post Reg AB

OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT,
dated as of December 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 Corp."), 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 Corp., 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 Corp.
agreed to service the Specified Mortgage Loans on behalf of each Trust
pursuant to the terms of the related GMAC Servicing Agreement;

WHEREAS, in October 2006, GMAC Corp. was succeeded in a merger by
GMAC Mortgage, LLC ("GMAC") and GMAC assumed the servicing of 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





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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 "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




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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, 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.


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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.

(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.



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(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 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:



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"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:

"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:





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(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):

"(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;



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(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:

"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




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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)."

(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:




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(i) (A) any untrue statement of a material fact
contained or alleged to be contained in any
information, report, certification, accountants'
letter or other material provided under Sections 4.25,
6.04(ii), 6.06, 9.01(e) and (f) by or on behalf of the
Company, or provided under Sections 4.25, 6.04(ii),
6.06, 9.01(e) and (f) by or on behalf of any
Subservicer, 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




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

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

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

(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
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]




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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 50328-0001
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




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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/ Rita Lopez
Its: Vice President Its: Vice President
Taxpayer Identification
Number:

Servicer
WELLS FARGO BANK, NATIONAL ASSOCIATION



By: /s/ Ruth M. Kovalski
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: Managing Director Its: Vice President
Taxpayer Identification
Number:



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SCHEDULE 1

THE TRUSTS
<TABLE>
<CAPTION>
<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 December 1, 2006 The Pooling and Servicing Agreement, September 1, September 29, 50949200,
Mortgage Loan Trust dated as of September 1, 2006 by and 2006 2006 MSM
2006-12XS among the Depositor, the Master 2006-12XS
Servicer and Securities
Administrator, and the Trustee
-----------------------------------------------------------------------------------------------------------------------------
Morgan Stanley December 1, 2006 The Pooling and Servicing Agreement, September 1, September 29, 50949300,
Mortgage Loan Trust dated as of September 1, 2006 by and 2006 2006 MSM
2006-13ARX among the Depositor, the Master 2006-13ARX
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
2006-12XS Agreement dated as of September 1, 2006
--------------------------------------------------------------------------------------
Morgan Stanley Mortgage Loan Trust The Assignment Assumption and Recognition
2006-13ARX Agreement dated as of September 1, 2006
--------------------------------------------------------------------------------------
</TABLE>




<PAGE>


EXHIBIT I

WELLS SERVICING AGREEMENT

[delivered to Owner, Servicer and Master Servicer]



2
<PAGE>


EXHIBIT II

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

-----------------------------------------------------------------------------------------------------------------------------------
Column/Header Name Descri