0001162318-05-001106 Sample Contracts

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • December 14th, 2005 • Morgan Stanley Mortgage Loan Trust 2005-8sl • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT, dated November 30, 2005 (the “Assignment” or the “Agreement”), is entered into among Morgan Stanley Mortgage Capital Inc. (“Owner”), HomEq Servicing Corporation, a New Jersey corporation (“Servicer”), and Wells Fargo Bank, N.A. (“Wells Fargo”), as trustee (“Trustee”) of Morgan Stanley Mortgage Loan Trust 2005-8SL (the “Trust”), and acknowledged by Morgan Stanley Capital I Inc. (the “Depositor”) and GMAC Mortgage Corporation (“GMACM”) as interim servicer (the “Interim Servicer”).

SERVICING AGREEMENT between Morgan Stanley Mortgage Capital Inc. (Owner) and GMAC Mortgage Corporation, a Pennsylvania corporation (Servicer) Dated as of November 1, 2005
Servicing Agreement • December 14th, 2005 • Morgan Stanley Mortgage Loan Trust 2005-8sl • Asset-backed securities • New York
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