ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

EXECUTION

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 ”).

WHEREAS, the Trust is the owner of various mortgage loans, including the mortgage loans identified on Schedule I hereto (the “ Specified Mortgage Loans ”);

WHEREAS, the Interim Servicer and the Owner are parties to the Servicing Agreement dated as of February 1, 2007, as amended by that certain Assignment, Assumption and Recognition Agreement dated as of February 1, 2007, by and among MSMCI, the Interim Servicer and the Trustee, and acknowledged by the Depositor (as further amended, supplemented or otherwise modified from time to time, the “ Servicing Agreement ”), pursuant to which the Interim Servicer has agreed to service the Specified Mortgage Loans on behalf of the Trust; and

WHEREAS, the Owner has opted to exercise its right to transfer servicing pursuant to Section 2.08(b) and 10.01 of the Servicing Agreement and accordingly has designated the Servicer as “Successor Servicer” under the Servicing Agreement, and the Servicer has accepted such appointment, pursuant to a letter agreement dated as of the date hereof;

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 hereto hereby agree as follows:

The Interim Servicer hereby transfers, assigns and delegates all rights and obligations of the Interim Servicer under the Servicing Agreement to the Servicer and the Servicer hereby accepts such transfer, assignment and delegation from the Interim Servicer and assumes all such obligations. The Servicer agrees to service the Specified Mortgage Loans on behalf of the Trust pursuant to the terms of the Servicing Agreement, as further modified herein. The “Servicing Transfer Date” for purposes of the Servicing Agreement shall be the date hereof.

Each of MSMCI, the Depositor, the Trust and the Trustee hereby acknowledge the foregoing assignment and assumption.

It is expressly understood and agreed by the parties hereto that (i) this Assignment is executed and delivered by LaSalle, 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 February 1, 2007 between the Depositor and LaSalle, 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, 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, individually or personally, to perform any covenant (either express or implied) contained herein, (iv) under no circumstances shall LaSalle 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.