Preview | Assignment, Assumption and Recognition Agreement |

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated July 1, 2006 (this Assignment), is entered into among Morgan Stanley Mortgage Capital Inc. (MSMCI or the Purchaser), GMAC Mortgage Corporation, a Pennsylvania corporation (the Servicer), and LaSalle Bank National Association (LaSalle), as trustee (the Trustee) and as auction administrator (in such capacity, the Auction Administrator) of Morgan Stanley Mortgage Loan Trust 2006-10SL (the Trust), and acknowledged by Morgan Stanley Capital I Inc. (the Depositor).

WHEREAS, the Servicer and the Purchaser are parties to the Servicing Agreement dated as of July 1, 2006, (the Servicing Agreement), pursuant to which the Servicer has agreed to service the Specified Mortgage Loans on behalf of the Purchaser as Owner (as such term is defined in the Servicing Agreement);

The Purchaser, as Owner, is the owner of all of the rights, title and interest of the rights (the Servicing Rights), in, to and under the Servicing Agreement as it relates to the servicing of the Specified Mortgage Loans. Pursuant to this Assignment, the Purchaser hereby grants, transfers and assigns (i) its rights and obligations, as Owner under the Servicing Agreement with respect to the Specified Mortgage Loans other than (x) the Servicing Rights which the Owner hereby explicitly retains and (y) and the portion of the Servicing Fee to which the Owner is entitled which the Owner hereby explicitly retains and (ii) any rights granted to the Purchaser as Owner under the Servicing Agreement to the Depositor (the First Assignment and Assumption), and the Depositor hereby acknowledges the First Assignment and Assumption. Immediately after giving effect to the First Assignment and Assumption, the Depositor hereby grants, transfers and assigns its rights and obligations in and under the First Assignment and Assumption to the Trustee, on behalf of the Trust, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the Second Assignment and Assumption).

For the purposes of this Assignment and the Servicing Agreement, Schedule I hereto shall constitute a Mortgage Loan Schedule as such term is defined in the Servicing Agreement, and the assignment set forth herein shall constitute a Reconstitution (as such term is defined in the Servicing Agreement).

The parties confirm that this Assignment includes the rights relating to amendments or waivers under the Servicing Agreement. Accordingly, the right of MSMCI, as Owner, to consent to any amendment of the Servicing Agreement and its rights concerning waivers as set forth in Section 16 of the Servicing Agreement shall be exercisable, to the extent any such amendment or waiver affects the Specified Mortgage Loans or any of the rights under the Servicing Agreement with respect thereto by the Trustee on behalf of the Trust as the successor to the Purchaser in its capacity as Owner under the Servicing Agreement.

It is expressly understood and agreed by the parties hereto that (i) this Assignment is executed and delivered by LaSalle Bank National Association, not individually or personally but solely on behalf of the Trust, as assignee, in the exercise of the powers and authority conferred and vested in it, as Trustee, pursuant to the trust agreement dated as of July 1, 2006 between the Depositor and LaSalle Bank National Association, as Trustee and Auction Administrator (the Trust Agreement), (ii) each of the representations, undertakings and agreements herein made on the part of the Trust as 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 Trust, (iii) nothing herein contained shall be construed as creating any liability for 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 the Trust under this Assignment and (v) all recourse for any payment liability or other obligation of the Trust as assignee shall be had solely to the assets of the Trust.