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                                                                  Exhibit 99.4


                                                                MORGAN STANLEY





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<CAPTION>
------------------------------------------------------------ ---------------------------------------------------
<S>                                                           <C>
Date:     March 31, 2006

To:       Morgan Stanley Mortgage Loan Trust 2006-5AR          From:        Morgan Stanley Capital Services Inc.

Attn:     Wells Fargo Bank, National Association               Contact:     Kelvin Borre
         9062 Old Annapolis Road
         Columbia, MD 21045
         Attention: Client Manager, MSM 2006-5AR

Fax:      (410) 715-4513                                       Fax:         (212) 507-3837

Tel:      (410) 884-2000                                       Tel:         (212) 761-1426
------------------------------------------------------------ ---------------------------------------------------
</TABLE>

Re: Cap Ref. No. KQBD9, Class A

     The purpose of this letter agreement is to confirm the terms and
conditions of the Swap Transaction entered into between Morgan Stanley Capital
Services Inc. and Wells Fargo Bank, National Association, solely in its
capacity as securities administrator (the "Securities Administrator") on
behalf of the Morgan Stanley Mortgage Loan Trust 2006-5AR pursuant to the
Pooling and Servicing Agreement (the "PSA"), dated as of March 1, 2006, among
Morgan Stanley Capital I Inc. (the "Depositor"), the Securities Administrator
as master servicer and securities administrator and LaSalle Bank National
Association as trustee (the "Trustee"), on the Trade Date specified below (the
"Transaction"). This letter agreement constitutes a "Confirmation" as referred
to in the ISDA Master Agreement below.

     The definitions and provisions contained in the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and this Confirmation, this Confirmation will govern.

     1. This Confirmation evidences a complete, binding agreement between you
and us as to the terms of the Transaction to which this Confirmation relates.
In addition, this Confirmation supplements, forms a part of, and is subject to
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross
Border), with such modifications as are specified herein, as if we had
executed an Agreement in such form on the Trade Date of the first such
Transaction between us (the "Agreement"). All provisions contained or
incorporated by reference in the Agreement shall govern this Confirmation
except as expressly modified below. In the event of any inconsistency between
the provisions of that Agreement and this Confirmation, this Confirmation will
prevail for the purpose of this Transaction.

     2. The terms of the particular Transaction to which this Confirmation
relates are as follows:

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<CAPTION>

<S>                                                     <C>
Party A:                                               Morgan Stanley Capital Services Inc.

Party A Credit Support:                                Payments guaranteed by Morgan Stanley

Party B:                                                Morgan Stanley Mortgage Loan Trust 2006-5AR

Trade Date:                                            March 27, 2006

Notional Amount:                                       See Schedule A attached hereto

Effective Date:                                         April 25, 2006

Termination Date:                                      November 25, 2014


<PAGE>


                                                                                                     MORGAN STANLEY


Fixed Amounts:
-------------

   Fixed Amount Payer:                                 Party B

   Fixed Amount Payer Payment Date:                    March 31, 2006

   Fixed Amount:                                       USD $1,050,000 (Party A hereby acknowledges receipt of payment
                                                      in full of this amount)

Floating Amounts:
----------------

   Floating Amount:                                    The product of (a) the Floating Rate, (b) the Floating Rate Day
                                                       Count Fraction, (c) the "Notional Amount" (as set forth in
                                                      Schedule A hereto for the related Floating Rate Payer Payment
                                                       Date) and (d) the "Multiplier" (as set forth in Schedule A
                                                      hereto for the related Floating Rate Payer Period End Date).

   Floating Rate Payer:                                Party A

   Strike Rate:                                        For the Calculation Period related to a Floating Rate Payer
                                                      Payment Date, the "Strike Rate" (as set forth in Schedule A
                                                       hereto for such Floating Rate Payer Period End Date).

   Floating Rate Payer Payment Dates:                  Early Payment -- For each Calculation Period, the first
                                                      Business Day prior to each Floating Rate Payer Period End Date.

   Floating Rate Payer Period End Date(s):             The 25th of each month in each year from (and including) May
                                                      25, 2006 to (and including) the Termination Date with no
                                                      adjustment to Period End Dates.

                                                      For the avoidance of doubt, the initial Calculation Period will
                                                       accrue from and including the Effective Date to but excluding
                                                      May 25, 2006 and that the final Calculation Period will accrue
                                                      from and including October 25, 2014 to but excluding the
                                                      Termination Date.

   Floating Rate:                                      For the Calculation Period related to a Floating Rate Payer
                                                       Payment Date, the excess, if any, of (x) the lesser of (a)
                                                      USD-LIBOR-BBA with a Designated Maturity of 1 month and (b) the
                                                       "Ceiling Rate" (as set forth in Schedule A hereto for the
                                                      related Floating Rate Payer Period End Date) over (y) the
                                                      Strike Rate.

   Floating Rate Day Count Fraction:                   30/360

   Reset Dates:                                        The first day of Each Calculation Period.

   Compounding:                                        Inapplicable

   Business Days:                                       New York


                                                         -2-
<PAGE>


                                                                                                      MORGAN STANLEY


   Calculation Agent:                                   Party A; provided, however, that if an Event of Default occurs
                                                      with respect to Party A, then Party B shall be entitled to
                                                      appoint a financial institution which would qualify as a
                                                      Reference Market-maker to act as Calculation Agent.

     3. Account Details:

Payments to Party A:                                   Citibank, New York
                                                       ABA No. 021 000 089
                                                      For: Morgan Stanley Capital Services Inc.
                                                      Account No. 4072 4601

Operations Contact:                                    Jean Barnum
                                                      Tel 212 761-2630
                                                      Fax 410 534-1431

Payments to Party B:                                   Wells Fargo Bank, National Association
                                                      ABA No. 121-000-248
                                                      Account Name: Corporate Trust Clearing
                                                      Account No. 3970771416 for further credit to 50909001,
                                                      MSM 2006-5AR
                                                      Ref: MSM 2006-5AR, Class A

</TABLE>

     4. Modifications to the Agreement:

The parties hereby agree to amend the Agreement referenced in paragraph 1
above as follows:

(a)   "Cross Default" applies to Party A but not to Party B.

(b)   Fully-Paid Transactions. Notwithstanding the terms of Sections 5 and 6 of
     the Agreement if Party B has satisfied in full all of its payment
     obligations under Section 2(a)(i) of the Agreement, then unless Party A
     is required pursuant to appropriate proceedings to return to Party B or
     otherwise returns to Party B upon demand of Party B any portion of such
     payment, (a) the occurrence of an event described in Section 5(a) of the
     Agreement with respect to Party B shall not constitute an Event of
     Default or Potential Event of Default with respect to Party B as the
     Defaulting Party and (b) Party A shall be entitled to designate an Early
     Termination Event pursuant to Section 6 of the Agreement only as a result
     of a Termination Event set forth in either Section 5(b)(i) or Section
     5(b)(ii) of the Agreement with respect to Party A as the Affected Party
     or Section 5(b)(iii) of the Agreement with respect to Party A as the
     Burdened Party. For purposes of the Transaction to which this
     Confirmation relates, Party B's only obligation under Section 2(a)(i) of
     the Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment
     Date.

(c)   "Threshold Amount" means, with respect to a party, U.S. $10,000,000 (or
     the equivalent in another currency, currency unit or combination
     thereof).

(d)   Payments on Early Termination. "Market Quotation" and "Second Method"
     will apply for the purpose of Section 6(e) of this Agreement.

(e)   "Termination Currency" means United States Dollars.

(f)   Party A and Party B Payer Tax Representations. For the purpose of Section
     3(e), each of Party A and Party B makes the following representation:

     It is not required by any applicable law, as modified by the practice of
     any relevant governmental revenue authority, of any Relevant Jurisdiction
     to make any deduction or withholding for or on account of any Tax from
     any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e)) to
     be made by it to the other


                                     -3-
<PAGE>


                                                                 MORGAN STANLEY


     party under this Agreement. In making this representation, it may rely on
     (i) the accuracy of any representation made by the other party pursuant
     to Section 3(f); (ii) the satisfaction of the agreement of the other
     party contained in Section 4(a)(i) or 4(a)(iii) and the accuracy and
     effectiveness of any document provided by the other party pursuant to
     Section 4(a)(i) or 4(a)(iii); and (iii) the satisfaction of the agreement
     of the other party contained in Section 4(d), provided that it shall not
     be a breach of this representation where reliance is placed on clause
     (ii) and the other party does not deliver a form or document under
     Section 4(a)(iii) by reason of material prejudice to its legal or
     commercial position.

(g)   Payee Tax Representations

     (i)   For the purpose of Section 3(f), Party A makes the following
          representation:

          It is a corporation duly organized and incorporated under the laws
          of the State of Delaware and is not a foreign corporation for United
          States tax purposes.

     (ii) For the purpose of Section 3(f), Party B makes the following
          representation:

          It is a trust duly formed under the laws of the State of New York
          and is not a foreign corporation for United States tax purposes.

(h)   Governing Law; Jurisdiction. This Agreement, each Credit Support Document
     and each Confirmation will be governed by and construed in accordance
     with the laws of the State of New York, without reference to choice of
     law doctrine. Section 13(b) is amended by: (1) deleting "non-" from the
     second line of clause (i); and (2) deleting the final paragraph.

(i)   Waiver of Jury Trial. Each party waives, to the fullest extent permitted
     by applicable law, any right it may have to a trial by jury in respect of
     any Proceedings relating to this Agreement or any Credit Support
     Document.

(j)   "Affiliate" has the meaning specified in Section 14, but excludes Morgan
     Stanley Derivative Products Inc.

(k)   Additional Representations. Section 3 is hereby amended by adding at the
     end thereof the following Subparagraphs:

     (i)   It is an "eligible contract participant" within the meaning of
          Section 1a(12) of the Commodity Exchange Act (7 U.S.C. 1a), as
          amended by the Commodity Futures Modernization Act of 2000.

     (ii) It has entered into this Agreement (including each Transaction
          evidenced hereby) in conjunction with its line of business
          (including financial intermediation services) or the financing of
          its business.

    (iii) It is entering into this Agreement, any Credit Support Document to
           which it is a party, each Transaction and any other documentation
          relating to this Agreement or any Transaction as principal (and not
          as agent or in any other capacity, fiduciary or otherwise).

     (iv) ERISA Representation. It continuously represents that it is not (i)
          an employee benefit plan (hereinafter an "ERISA Plan"), as defined
          in Section 3(3) of the Employee Retirement Income Security Act of
          1974, as amended ("ERISA"), subject to Title I of ERISA or a plan
          subject to Section 4975 of the Internal Revenue Code of 1986, as
          amended, or subject to any other statute, regulation, procedure or
          restriction that is materially similar to Section 406 of ERISA or
           Section 4975 of the Code (together with ERISA Plans, "Plans"), (ii)
          a person acting on behalf of a Plan or (iii) a person any of the
          assets of whom constitute assets of a Plan, unless its entry into
          and performance under this agreement satisfy the requirements for
          exemptive relief under Prohibited Transactions Exemption 90-24, as
          amended. It will provide notice to the other party in the event that
          it is aware that it is in breach of any aspect of this
          representation or is aware that with the


                                     -4-
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                                                                MORGAN STANLEY


          passing of time, giving of notice or expiry of any applicable grace
          period it will breach this representation.

(l)   Relationship Between Parties. Each party will be deemed to represent to
     the other party on the date on which it enters into a Transaction that
     (absent a written agreement between the parties that expressly imposes
     affirmative obligations to the contrary for that Transaction):

     (i)   Non-Reliance. In the case of Party A, it is acting for its own
          account, and in the case of Party B, it is acting as Trustee. Party
          A has made its own independent decisions to enter into that
          Transaction and as to whether that Transaction is appropriate or
          proper for it based upon its own judgment and upon advice from such
          advisers as it has deemed necessary and, with respect to Party B, as
          directed under the PSA. It is not relying on any communication
          (written or oral) of the other party as investment advice or as a
          recommendation to enter into that Transaction; it being understood
          that information and explanations related to the terms and
          conditions of a Transaction shall not be considered investment
          advice or a recommendation to enter into that Transaction. No
          communication (written or oral) received from the other party shall
          be deemed to be an assurance or guarantee as to the expected results
          of that Transaction.

     (ii) Assessment and Understanding. It is capable of assessing the merits
          of and understanding (on its own behalf or through independent
          professional advice), and understands and accepts, the terms,
          conditions and risks of that Transaction. It is also capable of
          assuming, and assumes, the risks of that Transaction.

    (iii) Status of Parties. Party A and Party B are not acting as a
          fiduciary for or an adviser to each other in respect


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