Common use of Assignment and Assumption Clause in Contracts

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Purchaser, as Owner, is the owner of all of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightrights, title and interest in 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 the Servicing Rights which the Owner explicitly retains and all (ii) any rights and obligations related thereto granted to the Purchaser as provided Owner under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller Depositor hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately Immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sellsgrants, transfers and assigns its rights and transfers obligations in and under the First Assignment and Assumption to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller . The Servicer hereby acknowledges each of the First Assignment and Assumption and the Second Assignment and Assumption. (c) On and as . For the purposes of the date hereof, MSMCI represents and warrants to the Depositor this Assignment and the Trustee that MSMCI has not taken any action that would serve to impair or encumber Servicing Agreement, Schedule 1 hereto shall constitute a "Mortgage Loan Schedule" as such term is defined in the respective ownership interests of the Depositor Servicing Agreement, and the Trustee assignment set forth herein shall constitute a "Reconstitution" (as such term is defined in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage LoansServicing Agreement).

Assignment and Assumption. (a) On and The Purchaser, as Owner, is the owner of all of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightrights, title and interest in 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 the Servicing Rights which the Owner explicitly retains and all (ii) any rights and obligations related thereto granted to the Purchaser as provided Owner under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller Depositor hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately Immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sellsgrants, transfers and assigns its rights and transfers obligations in and under the First Assignment and Assumption to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller . The Servicer hereby acknowledges each of the First Assignment and Assumption and the Second Assignment and Assumption. (c) On and as . For the purposes of the date hereof, MSMCI represents and warrants to the Depositor this Assignment and the Trustee that MSMCI has not taken any action that would serve to impair or encumber Servicing Agreement, Schedule 1 hereto shall constitute a “Mortgage Loan Schedule” as such term is defined in the respective ownership interests of the Depositor Servicing Agreement, and the Trustee assignment set forth herein shall constitute a “Reconstitution” (as such term is defined in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage LoansServicing Agreement).

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and Countrywide and the Seller Servicer hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and Countrywide and the Seller Servicer hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans mortgage loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Sellers hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Sellers hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller Sellers hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller Sellers hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller CHF and JPMCBNA hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller CHF and JPMCBNA hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Sellers hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Sellers hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans mortgage loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller CHF and JPMCBNA hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller CHF and JPMCBNA hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. In addition, MSMCI specifically reserves and does not assign to the Depositor hereunder any and all of its rights and obligations under Subsections 33.03(e) and 33.04(c) of the Purchase Agreement, including as they relate to the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On Subject to Section 1(c) of this Agreement, WHI, Windstream and the Windstream Subsidiaries (collectively “Assignors”) hereby assign, convey, transfer and deliver to CSL Subsidiary, all of the date hereof, MSMCI hereby sells, assigns and transfers Assignors’ rights to the Depositor all of its rightFranchises, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loansincluding, without limitation, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage LoansFranchises set forth on Appendix B hereto. (b) On CSL Subsidiary hereby accepts the foregoing assignment, conveyance, transfer and of the date hereofdelivery and hereby undertakes, immediately after giving effect assumes and agrees to the First Assignment pay (and Assumptionindemnify Assignors against), the Depositor hereby sells, assigns perform and transfers to the Trustee, on behalf of the Trustdischarge in accordance with their terms, all Liabilities arising out of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent or relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and AssumptionFranchises. (c) On The Parties hereby declare their intent that Assignors retain and reserve bare legal ownership of the Franchises as nominees and trustees for the benefit of CSL Subsidiary. Assignors hereby acknowledge they hold such ownership solely in trust for the benefit of CSL Subsidiary and its successors and assigns. Assignors and CSL Subsidiary agree that CSL Subsidiary shall hereby be deemed to have acquired complete and sole beneficial ownership over all of the Franchises, together with all rights, powers and privileges incident thereto. Further, from and after the date hereof, MSMCI represents and warrants CSL Subsidiary shall be entitled to all revenues with respect to the Depositor Franchises, bear all risk of loss with respect to the Franchises and have the Trustee right to direct Assignors, as nominees and trustees, to take all necessary, appropriate or advisable actions with respect to the Franchises, including transferring the Franchises on behalf of CSL Subsidiary. Assignors and CSL Subsidiary hereby agree that MSMCI has not taken any action that would serve to impair or encumber CSL Subsidiary shall be treated as the respective ownership interests owner of the Depositor Franchises for all U.S. federal and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loansother income tax purposes, and Assignors and CSL Subsidiary will not take any position inconsistent with such treatment.

Assignment and Assumption. (a) On and of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. Upon Borrower’s compliance with the requirements of Section 3.10(a), Borrower shall assign all its obligations and rights under the relevant Base Facility Note, together with the Substitute Collateral, to a successor entity (athe “Successor Borrower”) On designated by Lender or, if not so designated by Lender, designated by Borrower and acceptable to Lender in its sole discretion. Borrower and Successor Borrower shall execute and deliver to Lender an assignment and assumption agreement on a form provided by Lender (the “Assignment and Assumption Agreement”). The Assignment and Assumption Agreement shall provide for (i) the transfer and assignment by Borrower to Successor Borrower of the date hereofSubstitute Collateral, MSMCI hereby sells, assigns and transfers subject to the Depositor all of its right, title lien and security interest in favor of Lender, (ii) the Specified Mortgage Loans and assumption by Successor Borrower of all rights liabilities and obligations related thereto as provided of Borrower under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption")relevant Base Facility Note, and (iii) the Seller hereby acknowledges release by Lender of Borrower from all liabilities and obligations under the First Assignment relevant Base Facility Note. Lender shall, at Borrower’s request and Assumption. MSMCI specifically reserves expense, execute and does not assign to the Depositor hereunder any deliver releases, reconveyances and all right, title and security interest in, to and under and all obligations of MSMCI terminations with respect to any the released Mortgage Loans subject to Properties and all other collateral held by Lender (except the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Defeasance Deposit). The Assignment and AssumptionAssumption Agreement shall be executed by Lender with a counterpart to be returned by Lender to Borrower and Successor Borrower thereafter; provided, however, in all events that it shall not be a condition of Defeasance that the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption")Assumption Agreement be executed by Lender, and the Seller hereby acknowledges the Second Assignment and Assumptionor any Successor Borrower that is designated by Lender. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Countrywide hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Countrywide hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. In addition, MSMCI specifically reserves and does not assign to the Depositor hereunder any and all of its rights and obligations under Subsections 33.03(e) and 33.04(c) of the Purchase Agreement, including as they relate to the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Purchaser, as Owner, is the owner of all of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightrights, title and interest in 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 the Servicing Rights which the Owner explicitly retains and all (ii) any rights and obligations related thereto granted to the Purchaser as provided Owner under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller Depositor hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately Immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sellsgrants, transfers and assigns its rights and transfers obligations in and under the First Assignment and Assumption to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller . The Servicer hereby acknowledges each of the First Assignment and Assumption and the Second Assignment and Assumption. (c) On and as . For the purposes of the date hereof, MSMCI represents and warrants to the Depositor this Assignment and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee Servicing Agreement, Schedule 1 hereto shall constitute a "Mortgage Loan Schedule" as such term is defined in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.Servicing Agreement,

Assignment and Assumption. (a) On and of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and Simultaneous with the closing of the date hereofStock Purchase Agreement, MSMCI the Seller hereby sells, assigns and transfers the Existing Debt to the Depositor Corporation and the Corporation hereby agrees to assume the Existing Debt. The Lender hereby consents to the assignment and transfer of the Existing Debt by the Seller to the Corporation and the assumption of the Existing Debt by the Corporation. The Purchaser agrees to the assignment and transfer of the Existing Debt by the Seller to the Corporation and the assumption of the Existing Debt by the Corporation. Upon Lender's and of Seller’s reasonable request, the Purchaser shall cause the Corporation to execute, deliver and acknowledge all such further instruments of its rightthe assignment and transfer and do and perform all such other acts and things as Lender and or Seller may reasonably require to carry out the terms of the assignment and assumption hereunder. Without limiting the foregoing, title the Purchaser shall cause the Corporation to execute a new security agreement substantially in the form as attached hereto as Exhibit A-1 and a UCC-1 financing statement for recordation by the Lender and the Corporation agrees to grant the Lender such a security interest in its assets in consideration of the Specified Mortgage Loans Lender’s forbearance on exercising its rights to foreclose on the Corporation’s Stock. By accepting this assignment and all rights assumption, the Lender, Purchaser and obligations related thereto as provided Corporation agree and acknowledge that the only obligation assumed by the Purchaser and Corporation under this assignment and assumption is the current and future payments under the Purchase Agreements to terms of the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption")Existing Debt, and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and giving of a security interest in all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf assets of the Trust, all of its right, title and interest in Corporation for the Specified Mortgage Loans and all rights and payment obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loansassumed hereunder, and the Trustee, on behalf only those terms of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), Notes and the Seller hereby acknowledges related transaction documents attached necessary to carry out the Second Assignment and Assumption. (c) On and as intent of the date hereof, MSMCI represents Lender and warrants to the Depositor Purchaser shall continue in full force and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loanseffect.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans mortgage loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Sellers hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Sellers hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements related Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller JPMCBNA hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and Upon the release of any of the date hereofProperties in accordance with this Section 14, MSMCI hereby sellsBorrower shall, assigns and transfers to at the Depositor request of Lender, assign all of its right, title and interest in and to the Specified Mortgage Loans pledged Defeasance Collateral, any Defeasance Collateral previously delivered to Lender under this Note and all its obligations and rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loansthis Note, the Depositor hereby accepts Defeasance Security Agreement, any Defeasance Security Agreement previously delivered to Lender under this Note and the other Loan Documents, to a successor entity designated by Borrower and approved by Lender in its sole discretion. Such successor entity shall execute an assumption agreement in form and substance satisfactory to Lender in its sole discretion pursuant to which it shall assume Borrower's obligations under this Note, the Defeasance Security Agreement, any Defeasance Security Agreement previously delivered to Lender under this Note and the other Loan Documents. As conditions to such assignment from MSMCI and assumption, Borrower shall: (a) deliver to Lender a new limited guaranty in form and substance satisfactory to Lender in its sole discretion executed by the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations principals of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. such successor entity; (b) On deliver to Lender an opinion of counsel in form and of the date hereofsubstance and delivered by counsel satisfactory to Lender in its sole discretion subject, immediately after giving effect however, to the First Assignment standard enforceability opinion qualifications and Assumptionlimitations, stating, among other things, that such assumption agreement is enforceable against Borrower and such successor entity in accordance with its terms and that this Note, the Depositor hereby sellsDefeasance Security Agreement, assigns and transfers any Defeasance Security Agreement previously delivered to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided Lender under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, this Note and the Trusteeother Loan Documents, on behalf of the Trustas so assumed, hereby accepts are enforceable against such assignment from the Depositor (the "Second Assignment successor entity in accordance with their respective terms; and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On pay all costs and as expenses incurred by Lender or its agents in connection with such assignment and assumption (including, without limitation, the review of the date hereof, MSMCI represents and warrants to the Depositor proposed transferee and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests preparation of the Depositor assumption agreement and related documentation). Upon such assumption, Borrower shall be relieved of its obligations under this Note, the Defeasance Security Agreement, any Defeasance Security Agreement previously delivered to Lender under this Note and the Trustee in other Loan Documents other than those obligations which are specifically intended to survive the Specified Mortgage Loans since the date of MSMCI's acquisition payment of the Specified Mortgage LoansLoan or other termination, satisfaction or assignment of this Note, the Defeasance Security Agreement, any Defeasance Security Agreement previously delivered to Lender under this Note or the other Loan Documents or Lender's exercise of its rights and remedies under any of such documents and instruments.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. In addition, MSMCH specifically reserves and does not assign to the Depositor hereunder any and all of its rights and obligations under Subsections 33.03(e) and 33.04(c) of the Purchase Agreement, including as they relate to the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all rights the Sale and obligations related thereto as provided under the Purchase Agreements Servicing Agreement, to the extent relating to the Specified Mortgage Loans, and with the Trustee, on behalf exception of its right to indemnification from the Servicer under section 8.01 of the TrustSale and Servicing Agreement for liabilities the Assignor may incur relating to information provided to the Assignor by the Servicer in connection with any Pass-Through Transfer or securitization of the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Sale and Servicing Agreement, hereby accepts such assignment to the extent relating to the Mortgage Loans from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of after the date hereof, MSMCI and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and warranties made in Sections 3.01 or 3.02 of the Sale and the Servicing Agreement, or for any obligation (if any such obligation exists under the Sale and Servicing Agreement) to indemnify the Servicer for any acts or omissions of the Assignor that occurred prior to the date hereof, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition the Sale and Servicing Agreement. (c) The Assignor, the Assignee and the Servicer agree that the provisions of the Specified Sale and Servicing Agreement will apply to the Assigned Mortgage Loans. The Servicer and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller and the Servicer hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Sale and Servicing Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Sale and Servicing Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller and the Servicer hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Servicer hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Servicer hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after February 24, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after February 24, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after February 24, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee

Assignment and Assumption. (a) On and as of the date hereof, MSMCI Sunset hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage LoansLoans (without recourse or warranty except as may be otherwise specifically provided herein), the Depositor hereby accepts such assignment from MSMCI Sunset (the "First Assignment and Assumption"), and the Seller Sellers hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI Sunset specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI Sunset with respect to any Sunset Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller Sellers hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI Sunset represents and warrants to the Depositor and the Trustee that MSMCI Sunset has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's Sunsets' acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans mortgage loans subject to the Purchase Agreements Servicing Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after March 2, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after March 2, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after March 2, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee

Assignment and Assumption. (a) On and as of the date hereof, MSMCI Sunset hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage LoansLoans (without recourse or warranty except as otherwise specifically provided herein), the Depositor hereby accepts such assignment from MSMCI Sunset (the "First Assignment and Assumption"), and the Seller Sellers hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI Sunset specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI Sunset with respect to any Sunset Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller Sellers hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI Sunset represents and warrants to the Depositor and the Trustee that MSMCI Sunset has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's Sunsets' acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and A. The Assignor hereby assigns to the Assignee all of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in of the Specified Assignor, as purchaser, in, to and under (a) the Mortgage Loans and (b) except as described below, the Sale and Servicing Agreement, solely insofar as the Sale and Servicing Agreement relates to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder), and the Assignee hereby assumes all rights and of the Assignor’s obligations related thereto as provided under the Purchase Agreements Sale and Servicing Agreement, to the extent relating to the Specified Mortgage Loans, from and after the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption")date hereof, and the Seller Servicer hereby acknowledges such assignment and assumption and hereby agrees to the First Assignment release of the Assignor from any obligations under the Sale and Assumption. MSMCI Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. B. The Assignor specifically reserves and does not assign to the Depositor Assignee hereunder (i) any and all right, title and interest in, to and under and all any obligations of MSMCI the Assignor with respect to any Mortgage Loans mortgage loans subject to the Purchase Agreements which Sale and Servicing Agreement that are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans set forth on the Mortgage Loan Schedule and all are not the subject of this Assignment Agreement, (ii) any rights and obligations related thereto as provided of the Assignor pursuant to the Sale and Servicing Agreement arising prior to the date hereof or (iii) the rights and obligations of the Owner under the Purchase Agreements to following sections of the extent Servicing Agreement: Section 7.05 (relating to the Specified Mortgage LoansOwner’s right to premium recapture), and Section 11.21 (relating to the Trustee, on behalf of the Trust, hereby accepts such assignment Owner’s right to receive information from the Depositor (the "Second Assignment and Assumption"Company), Section 13.01 (relating to the Owner’s right to terminate the Company) and Section 29 (relating to the Seller hereby acknowledges the Second Assignment and AssumptionOwner’s obligation to execute certain confidentiality agreements). (c) On and as of the date hereof, MSMCI C. The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition the Sale and Servicing Agreement. D. The Servicer and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Specified Mortgage LoansAssignee with respect to the mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after December 29, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter December 29, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after December 29, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and of the date hereof, MSMCI The Assignor hereby sells, assigns and transfers to the Depositor Assignee all of its right, title and interest interest, as Purchaser, in and to the Specified Mortgage Loans and all rights the Sale Agreement and obligations related thereto as provided under Section N of the Purchase Agreements Trade Confirmation, to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and as Owner under the Servicing Agreement, but only to the extent of the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Sale Agreement, Section N of the Trade Confirmation and the Servicing Agreement, but only to the extent relating to the Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption")after June 30, 2006, and the Seller hereby acknowledges the First Assignment such assignment and Assumption. MSMCI specifically reserves assumption and does not assign hereby agrees to the Depositor hereunder release of the Assignor from any obligations under the Sale Agreement, Section N of the Trade Confirmation and all right, title the Servicing Agreement from and interest inafter the date hereof, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject the extent relating to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansSale Agreement and the Trade Confirmation. (c) The Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreement, the Trade Confirmation and the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On Upon Borrower's compliance with the requirements of Section 3.10(a), Borrower shall assign all its obligations and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements relevant Base Facility Note, together with the Substitute Collateral, to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI a successor entity (the "First Successor Borrower") designated by Lender or, if not so designated by Lender, designated by Borrower and acceptable to Lender in its sole discretion. Borrower and Successor Borrower shall execute and deliver to Lender an assignment and assumption agreement on a form provided by Lender (the "Assignment and AssumptionAssumption Agreement"). The Assignment and Assumption Agreement shall provide for (i) the transfer and assignment by Borrower to Successor Borrower of the Substitute Collateral, subject to the lien and security interest in favor of Lender, (ii) the assumption by Successor Borrower of all liabilities and obligations of Borrower under the relevant Base Facility Note, and (iii) the Seller hereby acknowledges release by Lender of Borrower from all liabilities and obligations under the First Assignment relevant Base Facility Note. Lender shall, at Borrower's request and Assumption. MSMCI specifically reserves expense, execute and does not assign to the Depositor hereunder any deliver releases, reconveyances and all right, title and security interest in, to and under and all obligations of MSMCI terminations with respect to any the released Mortgage Loans subject to Properties and all other collateral held by Lender (except the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Defeasance Deposit). The Assignment and AssumptionAssumption Agreement shall be executed by Lender with a counterpart to be returned by Lender to Borrower and Successor Borrower thereafter; provided, however, in all events that it shall not be a condition of Defeasance that the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption")Assumption Agreement be executed by Lender, and the Seller hereby acknowledges the Second Assignment and Assumptionor any Successor Borrower that is designated by Lender. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and In connection with the Defeasance, Borrower shall, at the request of the date hereofLender, MSMCI hereby sells, assigns and transfers to the Depositor assign all of its right, title and interest in and to the Specified Mortgage Loans pledged Defeasance Collateral and all its obligations and rights and obligations related thereto as provided under the Purchase Loan (or, for a Partial Defeasance, the New Note) and the Defeasance Security Agreements to Successor Borrower. Successor Borrower shall execute an assumption agreement in form and substance customary in commercial mortgage defeasance transactions, pursuant to which it shall assume Borrower’s obligations under the extent relating to the Specified Mortgage LoansLoan (or, for a Partial Defeasance, the Depositor hereby accepts New Note) and the Defeasance Security Agreements and Borrower shall be released from such obligations. As conditions to such assignment from MSMCI and assumption, Borrower shall (the "First Assignment i) deliver to Lender opinions of counsel addressed to Lender and Assumption")all Rating Agencies, in form and substance customary in commercial Defeasance transactions and delivered by counsel reasonably satisfactory to Lender, and subject only to customary assumptions, qualifications and exceptions, stating, among other things, that such assumption agreement is enforceable against Borrower and Successor Borrower in accordance with its terms and that the Seller hereby acknowledges Loan (or, for a Partial Defeasance, the First Assignment New Note) and Assumption. MSMCI specifically reserves the Defeasance Security Agreements, as so assumed, are enforceable against Successor Borrower in accordance with their respective terms, and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI a bankruptcy non-consolidation opinion with respect to any Mortgage Loans subject Successor Borrower, its equity owners and such other parties as Lender may reasonably require; and (ii) pay all reasonable and actual out of pocket costs and expenses incurred by Lender and its agents in connection with such assignment and assumption (including, without limitation, the formation or review of Successor Borrower and the preparation of the assumption agreement and related documentation). Upon such assumption by Successor Borrower, Borrower shall be relieved of its obligations under the Loan (or, for a Partial Defeasance, the New Note), the Defeasance Security Agreements and the other Loan Documents other than (i) representations and warranties made in connection with the Defeasance, (ii) the obligation to effect the Purchase Agreements Defeasance in accordance with this Article 11, and to provide further assurances as necessary to do so, (iii) liability for losses to Lender resulting from an avoidance, rescission or set-aside of the Defeasance as a result of actions taken by Borrower, and (iv) those obligations which are not specifically stated in the Specified Mortgage Loans. (b) On and Loan Documents to survive the repayment of the date hereofLoan or other termination, immediately after giving effect to satisfaction, assignment, amendment or restatement of the First Assignment and AssumptionLoan, the Depositor hereby sells, assigns and transfers to Defeasance Security Agreements or the Trustee, on behalf of the Trust, all other Loan Documents or Lender’s exercise of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided remedies under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, any of such documents and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumptioninstruments. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. As of the Closing Buyer will assume and after the Closing will pay, discharge and perform the following (the "Assumed Liabilities"): (a) On and Sellers' obligations to subscribers of the date hereofBusiness for (i) subscriber deposits held by Sellers as of the Adjustment Time and which are refundable, MSMCI hereby sellsin the amount for which Buyer received credit under Section 3.2, assigns (ii) subscriber advance payments held by Sellers as of the Adjustment Time for services to be rendered by a System after the Adjustment Time, in the amount for which Buyer received credit under Section 3.2 and transfers (iii) the delivery of cable television service to subscribers of the Business after the Adjustment Time; and (b) obligations accruing and relating to the Depositor all of its right, title Systems and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided period after the Adjustment Time under the Purchase Agreements Governmental Permits listed on Schedule 2 (to the extent that such Governmental Permits are transferred to Buyer at Closing and excluding Governmental Permits listed on Schedule 10) and Seller Contracts listed on Schedule 3 and Schedule 6 (to the extent such Seller Contracts are assigned to Buyer at Closing and excluding Seller Contracts listed on Schedule 10). Buyer will not assume or have any responsibility for any liabilities or obligations of Seller other than the Assumed Liabilities. In no event will Buyer assume or have any responsibility for any liabilities or obligations (i) associated with the Excluded Assets, or (ii) relating to any claims or pending litigation or proceedings relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign Business prior to the Depositor hereunder any Closing, or (iii) under capitalized leases or other financing arrangements (it being understood that Sellers shall satisfy all such capitalized and all right, title and interest in, to and under and all obligations of MSMCI financing leases with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect Assets and obtain good title thereto so that such Assets shall be transferred to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf Buyer at Closing free of any interest of the Trustlessors and otherwise in accordance with this Agreement), all or (iv) incurred after the date of its rightthis Agreement in violation of either Seller's covenants made in this Agreement, title and interest in or (v) under any Seller's or Seller's Affiliate's employee pension, retirement or other benefit plan or collective bargaining agreement except for such liabilities or obligations assumed by Buyer pursuant to Section 7.3 or (vi) except for such liabilities or obligations assumed by Buyer pursuant to Section 7.3. any obligation to any employee or former employee of either Seller or any Affiliate of either Seller for salary, wages or other employee compensation or benefits, including, without limitation, severance benefits, vacation time or sick leave related to such period of time the Specified Mortgage Loans and all rights and obligations related thereto as provided under employee was employed by such Seller or any such Affiliate, however, arising (including by virtue of the Purchase Agreements consummation of the transactions contemplated by this Agreement), or (vii) except to the extent relating that the Purchase Price is adjusted in favor of Buyer as provided in Section 3.2, and except as specifically set forth herein, relate to the Specified Mortgage Loans, Business or otherwise arise out of actions of either Seller prior to the Adjustment Time (such excluded obligations and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (liabilities being sometimes collectively referred to herein as the "Second Assignment and AssumptionExcluded Liabilities"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement and the Agreement to the extent relating to the Specified Mortgage Loans, and the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement and the Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after January 27, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after January 27, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after January 27, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, the Sale and all rights Servicing Agreement and obligations related thereto as provided under the Purchase Agreements Trade Confirmation, to the extent relating to the Specified Mortgage Loans, with the exception of its right to indemnification from the Servicer under section 8.01 of the Sale and Servicing Agreement for liabilities the Assignor may incur relating to information provided to the Assignor by the Servicer in connection with any Pass-Through Transfer or securitization of the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Sale and Servicing Agreement and the TrusteeTrade Confirmation, on behalf of to the Trust, hereby accepts such assignment extent relating to the Mortgage Loans from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of after the date hereof, MSMCI and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement and the Trade Confirmation from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and warranties made in Sections 3.01 or 3.02 of the Sale and the Servicing Agreement, or for any obligation (if any such obligation exists under the Sale and Servicing Agreement) to indemnify the Servicer for any acts or omissions of the Assignor that occurred prior to the date hereof, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition the Sale and Servicing Agreement. (c) The Assignor, the Assignee and the Servicer agree that the provisions of the Specified Sale and Servicing Agreement will apply to the Assigned Mortgage Loans. The Servicer and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Trade Confirmation.

Assignment and Assumption. (a) On The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the date hereofAssignment Date, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightthe Assignor’s rights, title and interest in and to the Specified Mortgage Loans Securities, and all under the Financing Agreement and the other Transaction Documents with respect thereto, as of the Assignment Date (the “Assigned Interest”). The Assignee hereby acknowledges receipt of a copy of the Financing Agreement and the other Transaction Documents. From and after the Assignment Date, (i) the Assignee shall be a party to and be bound by the provisions of the Financing Agreement and the other Transaction Documents and, to the extent of the Assigned Interest, have the rights and obligations related thereto as provided under of a Lender thereunder, and (ii) the Purchase Agreements Assignor shall, to the extent relating to of the Specified Mortgage LoansAssigned Interest, relinquish its rights and be released from its obligations under the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), Financing Agreement and the Seller hereby acknowledges the First Assignment other Transaction Documents and Assumption. MSMCI specifically reserves and does not assign cease to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loansbe a Lender thereunder. (b) On As consideration for the sale and of assignment contemplated hereby, the date hereofAssignee shall, immediately after giving effect on the Assignment Date, pay to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers Assignor an amount equal to the TrusteePurchase Price in immediately available funds, on behalf of the Trustwithout setoff, all of its rightdeduction, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumptionor counterclaim. (c) On The Assignor and as the Assignee agree that (i) the Assignor shall be entitled to any payments of principal with respect to the Assigned Interest actually made prior to the Assignment Date, together with any and all payments of interest, fees and expenses with respect to the Assigned Interest actually made prior to the Assignment Date, and (ii) the Assignee shall be entitled to any payments of principal with respect to the Assigned Interest actually made on and after the Assignment Date, together with any and all interest, fees and expenses with respect to the Assigned Interest actually made on and after the Assignment Date. Each party hereto agrees that it will hold any interest, fees, or other amounts that it may receive to which the other party hereto shall be entitled pursuant to the preceding sentence for account of such other party and pay, in like money and funds, any such amounts that it may receive to such other party promptly upon receipt. Notwithstanding anything contained herein to the contrary, after the consummation of the date hereoftransaction contemplated hereby, MSMCI represents the Assignor shall not be entitled to (i) any payments of interest at the increased interest rate upon the occurrence and warrants during the continuance of an Event of Default with respect to the Depositor and the Trustee that MSMCI has Assigned Interest, (ii) any redemption premiums, including, but not taken limited to, upon an Event of Default, a Change of Control, a permitted redemption or a mandatory prepayment, or (iii) any action that would serve to impair fees or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loansexpenses.

Assignment and Assumption. (a) On and of the date hereof, MSMCI The Assignor hereby sells, assigns and transfers to the Depositor Assignee all of its right, title and interest in and to the Specified Assigned Mortgage Loans Loans, the Sale and all rights Servicing Agreement and obligations related thereto as provided under the Purchase Agreements Trade Confirmation, to the extent relating to the Specified Assigned Mortgage Loans, Loans (other than the Depositor hereby accepts such assignment from MSMCI (rights of the "First Assignment and Assumption"Assignor to indemnification thereunder), and the Seller Assignee hereby assumes all of the Assignor’s obligations under the Sale and Servicing Agreement and the Trade Confirmation, to the extent relating to the Assigned Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges the First Assignment such assignment and Assumption. MSMCI specifically reserves assumption and does not assign hereby agrees to the Depositor hereunder release of the Assignor from any obligations under the Sale and all right, title Servicing Agreement from and interest inafter the date hereof, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject the extent relating to the Purchase Agreements which are not the Specified Assigned Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Assigned Mortgage Loans since the date of MSMCI's acquisition the Sale and Servicing Agreement. (c) The Assignor, the Assignee and the Servicer agree that the provisions of the Specified Sale and Servicing Agreement will apply to the Assigned Mortgage Loans. The Servicer and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Assigned Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after April 28, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after April 28, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after May 26, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after May 26, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after May 26, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. FOR VALUE RECEIVED, the undersigned Assignor hereby sell(s), assign(s) and transfer(s) unto (aplease print or typewrite name and address including postal zip code of Assignee) On the Participation Interest evidenced by the within Participation Certificate and hereby authorize(s) the registration of transfer of such Participation Interest to the above named assignee on the participation register of the date hereofSeller. The Participation Certificate is subject to the terms, MSMCI provisions and conditions of the Participation Agreement. I (we) further direct the issuance of a new certificate of a like percentage interest and class to the above named assignee and delivery of such certificate to the following address: Dated: Signature by or on behalf of Assignor ACCEPTANCE: The undersigned Assignee hereby sellsaccepts and assumes all of the rights, assigns interests and obligations of the Participation Interest holder under the Participation Agreement pursuant to which the participation interest transferred hereby was created. The undersigned Assignee hereby makes the representations and warranties contained in Section 5 of the Participation Agreement to Seller and to the Assignor. Dated: Signature by or on behalf of Assignee Assignee should include the following for purposes of distribution of any proceeds of a Participation Interest: Distributions shall, if permitted, be made by wire transfer or otherwise, in immediately available funds, to for the account of . Distributions made by check (such check to be made payable to and all applicable statements and notices should be mailed to . This information is provided by , the assignee named above, or , as its agent. Schedule to be updated from time to time and identify the related Portfolio Mortgage Loans. PennyMac Loan Services, LLC (the “Transferor”), hereby assigns, conveys and otherwise transfers to PennyMac Holdings, LLC (the Depositor “Transferee”) all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all Transferor’s right, title and interest in, to and under and all obligations of MSMCI with respect the [Primary][Secondary] Portfolio Excess Spread for the residential mortgage loans set forth in Annex A attached hereto which shall be deemed to any Mortgage Loans subject be a supplement to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect Participation Certificate issued pursuant to the First Assignment Participation Agreement (as defined below). Capitalized terms used and Assumptionnot defined in this instrument have the meanings assigned to them in the Second Amended and Restated Master Spread Acquisition and MSR Servicing Agreement dated as of December 19, 2016, between the Transferor and the Transferee, as supplemented and amended by the Confirmation dated , between such parties (the “Participation Agreement”). If the conveyance of such [Primary][Secondary] Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Depositor hereby sells, assigns and transfers Transferor will be deemed to have granted to the TrusteeTransferee, on behalf of and the TrustTransferor hereby grants to the Transferee, a security interest in all of its right, title and interest in, to and under whether now existing or in the Specified Mortgage Loans and future arising or acquired, all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage LoansPrimary Portfolio Collections, Secondary Portfolio Collections, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment Portfolio Spread Custodial Account and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and all proceeds thereof as of the date hereof, MSMCI represents and warrants security for a loan in an amount equal to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests value of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.such [Primary][Secondary] Portfolio Excess Spread. PENNYMAC LOAN SERVICES, LLC (Transferor) By: Name: Title:

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after August 25, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter August 25, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after August 25, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and Countrywide and the Seller Servicer hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and Countrywide and the Seller Servicer hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. Upon the Borrower’s compliance with the requirements of Section 3.10(a), the Borrower shall assign all its obligations and rights under the relevant Fixed Facility Note, together with the Substitute Collateral, to a successor entity (athe “Successor Borrower”) On designated by Lender or, if not so designated by Lender, designated by the Borrower and acceptable to Lender in its sole discretion. The Borrower and Successor Borrower shall execute and deliver to Lender an assignment and assumption agreement on a form provided by Lender (the “Assignment and Assumption Agreement”). The Assignment and Assumption Agreement shall provide for (i) the transfer and assignment by the Borrower to Successor Borrower of the date hereofSubstitute Collateral, MSMCI hereby sells, assigns and transfers subject to the Depositor all of its right, title lien and security interest in favor of Lender, (ii) the Specified Mortgage Loans assumption by Successor Borrower of all liabilities and obligations of the Borrower under the relevant Fixed Facility Note, and (iii) the release by Lender of the Borrower from all liabilities and obligations under the relevant Fixed Facility Note and all rights Obligations related thereto. Lender shall, at the Borrower’s request and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loansexpense, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment execute and Assumption")deliver releases, reconveyances and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and security interest in, to and under and all obligations of MSMCI terminations with respect to any the released Mortgage Loans subject Properties and all other collateral held by Lender (except the Defeasance Deposit). The Assignment and Assumption Agreement shall be executed by Lender with a counterpart to be returned by Lender to the Purchase Agreements which are Borrower and Successor Borrower thereafter; provided, however, in all events that it shall not be a condition of Defeasance that the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and AssumptionAssumption Agreement be executed by Lender, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumptionor any Successor Borrower that is designated by Lender. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller National City hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller National City hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI Sunset hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage LoansLoans (without recourse or warranty except as may be otherwise specifically provided herein), the Depositor hereby accepts such assignment from MSMCI Sunset (the "First Assignment and Assumption"), and the Seller BANA hereby acknowledges the First Assignment and Assumption. MSMCI Sunset specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI Sunset with respect to any Sunset Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller BANA hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI Sunset represents and warrants to the Depositor and the Trustee that MSMCI Sunset has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCISunset's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements applicable Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller CHF and JPMCBNA hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements applicable Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements applicable Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller CHF and JPMCBNA hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after May 26, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter May 26, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after May 26, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI Sunset hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage LoansLoans (without recourse or warranty except as otherwise specifically provided herein), the Depositor hereby accepts such assignment from MSMCI Sunset (the "First Assignment and Assumption"), and the Seller Greenpoint hereby acknowledges the First Assignment and Assumption. MSMCI Sunset specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI Sunset with respect to any Sunset Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller Greenpoint hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI Sunset represents and warrants to the Depositor and the Trustee that MSMCI Sunset has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCISunset's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI The Assignor hereby sells, assigns and transfers to the Depositor Assignee all of its right, title and interest in and to the Specified Mortgage Loans Loans, the Flow SWSA, and all rights and obligations related thereto as provided under the Purchase Agreements Trade Confirmations, to the extent relating to the Specified Mortgage Loans, Loans (other than the Depositor hereby accepts such assignment from MSMCI (rights of the "First Assignment Assignor to indemnification thereunder and Assumption"any rights with respect to early payment defaults under the Trade Confirmations), and the Seller Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade Confirmations, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the First Assignment release of the Assignor from any obligations under the Flow SWSA from and Assumptionafter the date hereof, to the extent relating to the Mortgage Loans. MSMCI Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 2.7 of the Flow SWSA, and the Assignee is not undertaking any such liability hereunder. The Assignor specifically reserves and does not assign to the Depositor Assignee hereunder any and all right, title and interest in, to and under and all obligations any early payment default provisions of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage LoansTrade Confirmations. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition the Flow SWSA or the Trade Confirmations. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Specified Mortgage LoansFlow SWSA and the Trade Confirmations without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On Upon the terms and of subject to the date hereofconditions appearing herein, MSMCI the Assignor hereby sellstransfers, assigns and transfers delegates to the Depositor Assignee all of its rightAssignor's rights, title and interest in the Specified Mortgage Loans and all rights title, interest, remedies, duties and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loanspurchase of the Assigned Shares under the Stock Purchase Agreement (collectively, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and AssumptionAssigned Rights"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On Upon the terms and subject to the conditions appearing herein, on the basis of the date hereofrepresentations, immediately after giving effect warranties and covenants of Seller in the Stock Purchase Agreement, Assignee hereby accepts the foregoing assignment and delegation and, in addition, expressly assumes and agrees to keep, perform and fulfill all of the terms, covenants, conditions, duties and obligations insofar as they relate to the First Assignment Assignee's purchase of the Assigned Shares of the Series B Preferred Stock which are required to be kept, performed and Assumption, fulfilled by the Depositor hereby sells, assigns and transfers Assignor pursuant to the Trustee, on behalf Stock Purchase Agreement from and after the date of this Assignment. Assignor represents and warrants that it has delivered to Assignee a true and complete copy of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Stock Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and AssumptionAgreement. (c) On Assignor, Assignee and Seller hereby agree as follows: (1) All obligations of Assignor and Assignee under the Stock Purchase Agreement shall be several, and Assignee and Assignor shall not be jointly obligated in any respect. (2) All covenants, duties, obligations and liabilities of Assignee arising under the Stock Purchase Agreement as a result of this Agreement shall be limited to the covenants, duties, obligations and liabilities that relate to the Assigned Shares. Without limiting the generality of the date hereofimmediately preceding sentence, MSMCI neither Assignee nor Assignor shall have any responsibility for any breach or default, or failure in performance, of the other under the Stock Purchase Agreement. (3) Except as hereinafter provided, wherever in the Stock Purchase Agreement there is any reference to "Purchaser", as defined in the Stock Purchase Agreement, that reference shall mean and refer to each of "Purchaser" and "The Common Fund for NonProfit Organizations." Without limiting the generality of the foregoing, (i) all obligations of Seller to Purchaser, including, without limitation, those arising under the representations, warranties and covenants of Seller in, or as provided for under, the Stock Purchase Agreement, shall be to each of Assignor and Assignee, (ii) all approvals, agreements, consents and waivers of Purchaser under the Stock Purchase Agreement must be given by each of Assignor and Assignee, (iii) all disclosures that Seller is required to make to Purchaser under the Stock Purchase Agreement or applicable law and all information that Seller must provide to Purchaser must be made and provided to Assignor and Assignee, and (iv) the Stock Purchase Agreement may not be amended or modified without the written consent of each of Assignor and Assignee. (4) Assignee shall not make any representations or warranties of Assignor under Article VI of the Stock Purchase Agreement. RCBA represents and warrants to Seller that it has all requisite power and authority to execute, deliver, and perform this Agreement on behalf of Assignee. (5) Seller shall take reasonable measures to establish procedures to deal with, and minimize the Depositor effects of, conflicts of interest of directors and officers of Seller and shall from time to time provide Assignee with such information with respect to such procedures and their application to specific circumstances as Assignee may reasonably request. (6) All notices to Assignee under the Stock Purchase Agreement shall be given in the manner provided in Section 14.1 thereof and to Assignee as follows: If to Assignee: The Common Fund for Non-Profit Organizations c/o Richard C. Blum & Associates, L.P. 909 Montgomery Street ▇▇▇▇▇ 400 San Francisco, California 94133 Facsimile: 415-434-3130 (7) ▇▇▇▇▇▇▇▇'▇ obligation to purchase the Assigned Shares shall be conditioned upon Assignor's representations and warranties in Section 3(d) hereof being true and correct as of the Closing Date. (8) The Stock Purchase Agreement is hereby amended to incorporate the foregoing provisions of this Section 1(c) to the extent necessary to give effect to such provisions and to avoid any inconsistency between such provisions and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage LoansStock Purchase Agreement.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges acknowledge the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges acknowledge the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after April 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter April 28, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after June 30, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after June 30, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after June 30, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI Sunset hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage LoansLoans (without recourse or warranty except as may be otherwise specifically provided herein), the Depositor hereby accepts such assignment from MSMCI Sunset (the "First Assignment and Assumption"), and the Seller National City hereby acknowledges the First Assignment and Assumption. MSMCI Sunset specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI Sunset with respect to any Sunset Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller National City hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI Sunset represents and warrants to the Depositor and the Trustee that MSMCI Sunset has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's Sunsets' acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereofFifth Amendment Effective Date, MSMCI hereby sells, assigns and transfers immediately prior to giving effect to the Depositor all amendments in Section 2 and the Borrowing Base adjustments contained in Section 3 of this Fifth Amendment, each Lender has, in consultation with the Borrower, agreed to, and, for an agreed consideration, does hereby reallocate its rightMaximum Credit Amount, title Commitment and interest Loans (and participations in the Specified Mortgage Loans Letters of Credit and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI LC Disbursements) (the "First Assignment and Assumption"“Reallocation”). On the Fifth Amendment Effective Date, and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Reallocation, the Maximum Credit Amount and Applicable Percentage of each Lender shall be as set forth on Annex I attached to this Fifth Amendment, which Annex I supersedes and replaces Annex I to the Credit Agreement (and Annex I to the Credit Agreement is hereby amended and restated in its entirety to read as set forth on Annex I attached hereto). Each of the Administrative Agent, each Lender, the Issuing Bank and the Borrower hereby consents and agrees to the Reallocation, including each Lender’s assignment of its Maximum Credit Amount, Commitment, Loans and participations in Letters of Credit to the extent necessary to effect the Reallocation. With respect to the Reallocation, each Lender shall be deemed to have sold and assigned its Maximum Credit Amount, Commitment, Loans and participations in Letters of Credit, and each Lender shall be deemed to have acquired the Maximum Credit Amount, Commitment, Loans and participations in Letters of Credit allocated to it from each Lender, pursuant to the terms and conditions of the Assignment and Assumption attached as Exhibit G to the Credit Agreement (the “Assignment Agreement”), as if each Lender had executed such Assignment Agreement with respect to the Reallocation, pursuant to which, (i) each Lender shall be an “Assignee”, (ii) each Lender shall be an “Assignor” and (iii) the term “Effective Date” shall be the Fifth Amendment Effective Date as defined herein. The Administrative Agent hereby waives the fee payable to the Administrative Agent pursuant to Section 12.04(b) of the Credit Agreement in connection with the Reallocation and the Assignment and Assumption. On the Fifth Amendment Effective Date in connection with the Reallocation, the Depositor hereby sells, assigns and transfers to Administrative Agent shall take the Trustee, on behalf actions specified in Section 12.04(b)(iv) of the TrustCredit Agreement, all of its right, title and interest including recording the assignments described herein in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage LoansRegister, and the Trustee, on behalf such assignments shall be effective for purposes of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and AssumptionCredit Agreement. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after May 30, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter May 30, 2007, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after May 30, 2007, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's ’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans and all the GSMC Assignment Agreement (including without limitation the rights and obligations related thereto as provided of GSMC under the Purchase Agreements Servicing Agreement and the Sale Agreement to the extent assigned to the Assignor under the GSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage LoansLoans that arise from and after March 30, 2006, and the Trustee, on behalf Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the TrustAssignor from any obligations under the Servicing Agreement from and after March 30, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby accepts acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Depositor (Sale Agreement from and after March 30, 2006, to the "Second Assignment and Assumption"), and extent relating to the Seller hereby acknowledges the Second Assignment and AssumptionMortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after September 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter September 28, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after September 28, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after January 27, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter January 27, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after January 27, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI MSMCH hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI MSMCH (the "“First Assignment and Assumption"”), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI MSMCH specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI MSMCH with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI MSMCH represents and warrants to the Depositor and the Trustee that MSMCI MSMCH has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's MSMCH’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On and The Assignor hereby assigns to the Assignee, as of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in and to the Specified Mortgage Loans Loans, and all rights and obligations related thereto as provided of the Assignor under the Purchase Agreements Servicing Agreement and the Sale Agreement, to the extent relating to the Specified Mortgage Loans, and Loans (other than the Trustee, on behalf rights of the TrustAssignor (and if applicable its affiliates, hereby accepts such assignment officers, directors and agents) to indemnification thereunder) from and after the Depositor (the "Second Assignment and Assumption"date hereof), and the Seller Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after July 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the Second Assignment release of the Assignor from any obligations under the Servicing Agreement from and Assumptionafter July 28, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after July 28, 2006, to the extent relating to the Mortgage Loans. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) Countrywide and the Assignor shall have the right to amend, modify or terminate the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and of the date hereof, MSMCI The Assignor hereby sells, assigns and transfers to the Depositor Assignee all of its right, title and interest interest, as Purchaser, in and to the Specified Mortgage Loans and all rights the Sale Agreement and obligations related thereto as provided under Section N of the Purchase Agreements Trade Confirmation, to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and as Owner under the Servicing Agreement, but only to the extent of the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Sale Agreement, Section N of the Trade Confirmation and the Servicing Agreement, but only to the extent relating to the Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption")after May 26, 2006, and the Seller hereby acknowledges the First Assignment such assignment and Assumption. MSMCI specifically reserves assumption and does not assign hereby agrees to the Depositor hereunder release of the Assignor from any obligations under the Sale Agreement, Section N of the Trade Confirmation and all right, title the Servicing Agreement from and interest inafter the date hereof, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject the extent relating to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor’s ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans since the date of MSMCI's acquisition respective dates of the Specified Mortgage LoansSale Agreement and the Trade Confirmation. (c) The Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreement, the Trade Confirmation and the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller National City hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and as of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller National City hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Mortgage Loans.

Assignment and Assumption. (a) On Effective on and as of the date hereof, MSMCI the Assignor hereby sells, pledges, assigns and transfers to the Depositor Assignee all of its right, title and interest in the Specified Mortgage Loans and all of its rights and obligations related thereto as provided under the Purchase Agreements and Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, Assignee hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption")Assignor, and the Seller and the Servicer hereby acknowledges the Second Assignment acknowledge such assignment and Assumptionassumption. (cb) On The Assignor is the sole owner of record and as holder of each Specified Mortgage Loans and the indebtedness evidenced by the related Mortgage Note. Immediately prior to the transfer and assignment to the Assignee on the date hereof, MSMCI represents each Specified Mortgage Loan, including the related Mortgage Note and warrants the related Mortgage, were not subject to an assignment or pledge, and the Assignor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell each Specified Mortgage Loan to the Depositor Assignee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the Trustee that MSMCI has not taken full right and authority subject to no interest or participation of, or agreement with, any action that would serve other party, to impair or encumber the respective ownership interests of the Depositor sell and the Trustee in assign the Specified Mortgage Loans since Loan and following the date of MSMCI's acquisition sale of the Specified Mortgage LoansLoan, the Assignee will own such Specified Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest.