0001144204-07-016302 Sample Contracts

AMENDMENT NUMBER 1 TO TRUST AGREEMENT
Trust Agreement • April 2nd, 2007 • Morgan Stanley Mortgage Loan Trust 2007-4sl • Asset-backed securities • New York

THIS AMENDMENT NUMBER 1, dated as of March 30, 2007 (this “Amendment”), by and between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”), is to the Trust Agreement, dated as of February 1, 2007 (as amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, the “Trust Agreement”), by and between the Depositor and the Trustee, and acknowledged by Morgan Stanley Mortgage Capital Inc., a New York corporation, as seller (the “Seller”).

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment and Assumption Agreement • April 2nd, 2007 • Morgan Stanley Mortgage Loan Trust 2007-4sl • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT dated March 30, 2007 (this “Assignment”), is entered into among GMAC Mortgage, LLC, f/k/a GMAC Mortgage Corporation, as interim servicer (the “Interim Servicer”), Saxon Mortgage Services, Inc., a Texas corporation (the “Servicer”), Morgan Stanley Mortgage Capital Inc. (“MSMCI”) and LaSalle Bank National Association (“LaSalle”), as trustee (in such capacity, the “Trustee”), and acknowledged by Morgan Stanley Mortgage Loan Trust 2007-4SL (the “Trust”), Morgan Stanley Capital I Inc. (the “Depositor”).

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