0001144204-06-032493 Sample Contracts

SERVICING AGREEMENT between Morgan Stanley Mortgage Capital Inc. (Owner) and GMAC Mortgage Corporation, a Pennsylvania corporation (Servicer) Dated as of July 1, 2006
Servicing Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

This Servicing Agreement (this “Agreement”), dated as of July 1, 2006 (the “Effective Date”), is entered into by and between Morgan Stanley Mortgage Capital Inc., a New York corporation having an office at 1633 Broadway, New York, New York 10019 (the “Owner”), and GMAC Mortgage Corporation, a Pennsylvania corporation having an office at 100 Witmer Road, Horsham, Pennsylvania 19044 (the “Servicer”).

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MORGAN STANLEY CAPITAL I INC. Depositor and LASALLE BANK NATIONAL ASSOCIATION Trustee TRUST AGREEMENT Dated as of July 1, 2006 MORGAN STANLEY MORTGAGE LOAN TRUST 2006-10SL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-10SL
Trust Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

Set forth below are designations of Classes or Components of Certificates and other defined terms to the categories used herein:

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment and Assumption Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

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”).

Contract
Assignment and Recognition Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated July 1, 2006 (“Agreement”), among Morgan Stanley Mortgage Capital Inc. (“Assignor”), Morgan Stanley Capital I Inc. (“Assignee”) and Decision One Mortgage Company, LLC (the “Company”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2006-10SL (the “Trust”):

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of July 1, 2006, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”) and Aegis Mortgage Corporation as seller (the “Seller” or the “Company”), and acknowledged by LaSalle Bank National Association, solely in its capacity as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2006-10SL (the “Trust”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this “Assignment”), dated as of July 1, 2006, is entered into among Morgan Stanley Capital I Inc., a Delaware corporation (the “Depositor”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”), First National Bank of Nevada, as seller (the “Seller”), and acknowledged by LaSalle Bank National Association, as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2006-10SL (the “Trust”).

Contract
Assignment and Assumption Agreement • August 11th, 2006 • Morgan Stanley Mortgage Loan Trust 2006-10sl • Asset-backed securities • New York

ASSIGNMENT AND ASSUMPTION AGREEMENT dated July 1, 2006, among Morgan Stanley Mortgage Capital Inc., a New York corporation (“Assignor”), Morgan Stanley Capital I Inc., a Delaware corporation (“Assignee”), and Aames Capital Corporation (the “Seller”), and acknowledged by LaSalle Bank National Association, solely in its capacity as trustee (the “Trustee”) of Morgan Stanley Mortgage Loan Trust 2006-10SL (the “Trust”):

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