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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. (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. 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 parties to each assignment shall execute and of the date hereof, MSMCI hereby sells, assigns and transfers deliver 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 Administrative Agent an Assignment and Assumption. MSMCI specifically reserves and does The assignee, if it is not assign a Lender or Holder, shall deliver to the Depositor Administrative Agent an Administrative Questionnaire and any tax forms required by applicable law or reasonably requested by the Administrative Agent to support such assignee’s position that no withholding is required in respect of amount received hereunder. Promptly (and in any event, within three (3) Business Days) after demand by Administrative Agent, Borrower shall execute and deliver to Administrative Agent in exchange for any surrendered Revolving Note or Revolving Notes (which the assigning Lender or Holder agrees to promptly deliver to Borrower) a new Revolving Note or Revolving Notes to the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender or Holder has retained a Commitment hereunder, a new Revolving Note or Revolving Notes to the assigning Lender or Holder in an amount equal to the Commitment retained by it hereunder. Such new Revolving Note or Revolving Notes shall re-evidence the indebtedness outstanding under the old Revolving Notes or Revolving Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Note or Revolving Notes and shall otherwise be in substantially the form of the Revolving Note or Revolving Notes subject to such assignments. For purposes of clarification, a Lender may assign (i) all or a portion of such Lender’s outstanding Revolving Notes (and its corresponding rights and obligations hereunder in connection therewith) with or without an assignment of all or a portion of such Lender’s portion of the Total Commitment or (ii) any current or future commitment, right or obligation to make any additional Loans under such Revolving Notes or this Agreement or to purchase any Revolving Notes or to lend or relend any amount (including under Section 5.15) (collectively, the “Excluded Rights and Obligations”). Any assignee of all or a portion of a Lender’s or a Holder’s outstanding Revolving Notes (and its corresponding rights and obligations hereunder in connection therewith) who shall not have also been assigned all or a portion of such Lender’s Commitment and other Excluded Rights and Obligations (such assignment, a “Principal Only Assignment”), shall be deemed a “Holder” and not a “Lender” hereunder, and all rightor such portion of the Revolving Notes held by such Lender that shall have been assigned to such Holder pursuant to the Principal Only Assignment shall be evidenced by and entitled to the benefits of this Agreement and, title and interest inif requested by such Holder, a Revolving Note payable to and under and all obligations such Holder in an amount equal to the principal amount of MSMCI outstanding Revolving Notes as shall have been assigned to such Holder pursuant to such Principal Only Assignment. For the avoidance of doubt, any assignee of a Principal Only Assignment shall have no obligation to purchase any additional Revolving Notes. For purposes of determining whether the Borrower has reached the Total Commitment hereunder, any principal amount of Revolving Notes outstanding with respect to a Principal Only Assignment shall be included in such determination. In connection with any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and permitted assignment by a Holder 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, some or all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under hereunder, upon the Purchase Agreements request of such Holder, the Borrower shall cause to be delivered to the extent relating assignee thereof either (i) a letter from outside legal counsel to the Specified Mortgage Loans, and Borrower indicating that it may rely upon the Trustee, opinion letter delivered by it on behalf of the Trust, hereby accepts such assignment Third Amendment Effective Date or (ii) an opinion 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 other legal counsel reasonably acceptable to the Depositor and assignee to the Trustee that MSMCI has not taken any action that would serve to impair effect of such opinion letter, in either case dated on or encumber before the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the effective date of MSMCI's acquisition of the Specified Mortgage Loanssuch assignment.

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 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 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 October 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 that arise under the Servicing Agreement from and after October 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 that arise from and after October 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 Effective on and as of the date hereof, MSMCI the Assignor hereby sellsgrants, transfers and assigns and transfers to the Depositor Assignee all of its the right, title and interest in the Specified Mortgage Loans of Assignor, as Purchaser, in, to and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to (i) the Specified Mortgage Loans; and (ii) the Purchase Agreement,, but only to the extent of the Specified Mortgage Loans. For purposes of this Assignment Agreement, the Depositor hereby accepts such term “Purchase Agreement” includes any separate b▇▇▇ of sale, assignment from MSMCI (and conveyance or other instrument pursuant to which Seller and Assignor effectuated the "First Assignment purchase and Assumption"), sale of any Mortgage Loan following the execution and delivery of the Seller hereby acknowledges the First Assignment and AssumptionPurchase Agreement. MSMCI 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 any all obligations of MSMCI the Assignor with respect to any Mortgage Loans mortgage loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage LoansLoans set forth on Exhibit A attached hereto and are not the subject of this Assignment Agreement. (b) On Each of the Seller and the Assignor represent and warrant to the Assignee that (i) the Purchase Agreement, as amended or supplemented is in full force and effect as of the date hereof, immediately after giving effect (ii) the provisions thereof have not been waived in any respect, nor have any notices of termination been given thereunder, (iii) the Purchase Agreement contains all of the terms and conditions governing the sale of the Specified Mortgage Loans by Seller to Assignor and the First Assignment purchase of the Specified Mortgage Loans by Assignor from Seller; provided, however, that the date of purchase and Assumptionsale, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf amount of the Trust, all of its right, title and interest in payment for the Specified Mortgage Loans and all rights other terms may be set out in a Purchase Price and obligations related thereto Terms Letter, as provided under defined in the Purchase Agreements Agreement, and (iv) Seller sold, conveyed and transferred each Specified Mortgage Loan to Assignor pursuant to the extent relating Purchase Agreement. (c) The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Purchase Agreement and 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 after the date hereof, MSMCI represents and warrants to the Depositor Assignee assumes for the benefit of each of the Seller and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests Assignor all of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of Assignor’s obligations as Purchaser thereunder with respect to the Specified Mortgage Loans.

Assignment and Assumption. (a) On and of the date hereof, MSMCI Assignor hereby sellstransfers, assigns and transfers conveys, without recourse, representation or warranty, express or implied, the following as such relate to Parcels 1, 2 and 4 as described on Exhibit "A" attached hereto to Land Assignee and as such relate to Parcel 3 as described on Exhibit "A" attached hereto to Greer Assignee: i) all of Assignor's rights, interests, liabilities and obligations in and to the Depositor Property, ii) all of its rightAssignor's rights, title and interest in the Specified Mortgage Loans and all rights interests, liabilities and obligations related thereto as provided under the Purchase Agreements Agreement (and related documents), and iii) all of Assignor's rights in and to the extent First Deposit (as defined in the Purchase Agreement) previously deposited into escrow in accordance with the terms of the Purchase Agreement. Assignees hereby assume all such rights, interests, liabilities and obligations, and join in all representations, warranties, releases, and indemnities, of Assignor under the Purchase Agreement (and related documents) relating to the Specified Mortgage LoansProperty, the Depositor hereby accepts Purchase Agreement (and related documents) and the First Deposit assigned to each respectively above. Concurrent with the delivery of this Assignment, Assignees will deliver to Assignor an amount equal to the First Deposit as reimbursement therefor and concurrently therewith Assignor will use such assignment from MSMCI funds to promptly repay to KBS-Legacy Apartment Community REIT Venture, LLC Purchase Agreement Assignment No.2 - AltaCrescent 1 (the "First Assignment and AssumptionVenture LLC"), and ) the Seller hereby acknowledges $250,000 previously advanced by the Venture LLC to make 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 Deposit as referenced 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 AssumptionPrior Assignment. (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 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 Except as otherwise provided in Section 2.5 below, Assignor hereby irrevocably assigns and transfers to Assignee all of Assignor’s rights, title and interests and duties, liabilities and obligations under the Bridge Facility Agreement and the other Loan Documents and Assignee hereby irrevocably and unconditionally accepts such rights, title and interests and assumes such duties, liabilities and obligations from Assignor on the Assumption Date on the terms contained herein, excluding any claims, liabilities or obligations arising from any failure of Assignor to perform any of its covenants, agreements, commitments and/or obligations to be performed by Assignor on or prior to the Closing Date under the Bridge Facility Agreement or any other Loan Document; provided, for the avoidance of doubt, that interest accrued under the Bridge Facility Agreement or any other Loan Document, whether prior to, on, or after the date hereof, MSMCI shall be the sole obligation of the Assignee. For the avoidance of doubt, fees, costs and expenses (including any indemnification obligations) accruing up to and including the Closing Date shall be paid by the Assignor, and fees, costs and expenses (including any indemnification obligations) accruing after the Closing Date shall be assumed and paid by the Assignee. The Assignee hereby sellsconfirms and agrees that the Bridge Facility Agreement and the other Loan Documents are, assigns and transfers shall continue on and after the Assumption Date to be, in full force and effect in accordance with their respective terms and are hereby ratified and confirmed by the Assignee in all respects. If the Assignor makes a payment of principal, interest or fees to a Lender under the Loans on or after the Assumption Date, Assignee shall become liable to the Depositor Assignor for reimbursement of such payment on the same terms under which the Assignee would be liable to the Lenders under the Bridge Facility Agreement; provided that, notwithstanding the foregoing, all rights of the Assignor against the Assignee in respect of such liability and reimbursement shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all amounts owed by the Assignee to the Lenders under the Bridge Facility Agreement. Without limiting the foregoing, by executing and delivering this Agreement, Assignee hereby (i) becomes a party to the Guarantee and Collateral Agreement as a Grantor (as defined therein) thereunder with the same force and effect as if originally named therein as a Grantor (as defined therein) and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor (as defined therein) thereunder, and (ii) grants to the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Assignee’s Obligations, a security interest and Lien in all of its the Collateral (as defined in the Guarantee and Collateral Agreement) of Assignee, wherever located and now owned or at any time hereafter acquired by Assignee or in which Assignee now has or at any time in the future may acquire any 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 Loansor interest. (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 In consideration of Conduit Assignee’s payment of $[_______] to (or at the direction of) Conduit Assignor, which amount equals the aggregate outstanding principal of the assigned Loans owing to Conduit Assignor as of the date hereofhereof under the Agreement (the “Assignment Price”), MSMCI Conduit Assignor hereby sellssells and assigns to Conduit Assignee, assigns without recourse and transfers to the Depositor (except as set forth in Section 2) without representation or warranty, and Conduit Assignee hereby purchases and accepts from Conduit Assignor, 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 Conduit Assignor’s right, title and interest in, to and under and all obligations of MSMCI with respect such assigned Loans owing to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of Conduit Assignor on 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 together with a proportionate share of the Trust, all of its Conduit Assignor’s right, title and interest in and to the Specified Mortgage Loans Collateral and all of Conduit Assignor’s rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, Agreement 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 Assumptionother Transaction Document. (cb) On In connection with the assignment and acceptance effected pursuant to preceding clause (a) (and in consideration thereof), Committed Lender Assignor hereby assigns to Committed Lender Assignee, without recourse and (except as set forth in Section 2) without representation or warranty, [__]% of Committed Lender Assignor’s entire Commitment (in the date hereofamount of $[________]) and its obligation to make Loans from time to time under the Agreement, MSMCI represents and warrants Committed Lender Assignee hereby assumes the Commitment so assigned and the obligation to make Loans from time to time under the Agreement in accordance with (and subject to the Depositor terms of) the Agreement. For the avoidance of doubt, Committed Lender Assignor and the Trustee Committed Lender Assignee acknowledge and agree that MSMCI has Committed Lender Assignor does not taken hereby assign to Committed Lender Assignee all or any action that would serve to impair portion of Committed Lender Assignor’s Liquidity Commitment and Committed Lender Assignee does not hereby assume all or encumber the respective ownership interests any portion of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.Committed Lender Assignor’s

Assignment and Assumption. (a) On The parties to each assignment shall execute and of the date hereof, MSMCI hereby sells, assigns and transfers deliver 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 Administrative Agent an Assignment and Assumption. MSMCI specifically reserves and does The assignee, if it is not assign a Lender or Holder, shall deliver to the Depositor Administrative Agent an Administrative Questionnaire and any tax forms required by applicable law or reasonably requested by the Administrative Agent to support such assignee’s position that no withholding is required in respect of amount received hereunder. Promptly (and in any event, within three (3) Business Days) after demand by Administrative Agent, Borrower shall execute and deliver to Administrative Agent in exchange for any surrendered Revolving Note or Revolving Notes (which the assigning Lender or Holder agrees to promptly deliver to Borrower) a new Revolving Note or Revolving Notes to the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender or Holder has retained a Commitment hereunder, a new Revolving Note or Revolving Notes to the assigning Lender or Holder in an amount equal to the Commitment retained by it hereunder. Such new Revolving Note or Revolving Notes shall re-evidence the indebtedness outstanding under the old Revolving Notes or Revolving Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Note or Revolving Notes and shall otherwise be in substantially the form of the Revolving Note or Revolving Notes subject to such assignments. For purposes of clarification, a Lender may assign (i) all or a portion of such Lender’s outstanding Revolving Notes (and its corresponding rights and obligations hereunder in connection therewith) with or without an assignment of all or a portion of such Lender’s portion of the Total Commitment or (ii) any current or future commitment, right or obligation to make any additional Revolving Loans under such Revolving Notes or this Agreement or to purchase any Revolving Notes or to lend or relend any amount (collectively, the “Excluded Rights and Obligations”). Any assignee of all or a portion of a Lender’s or a Holder’s outstanding Revolving Notes (and its corresponding rights and obligations hereunder in connection therewith) who shall not have also been assigned all or a portion of such Lender’s Commitment and other Excluded Rights and Obligations (such assignment, a “Principal Only Assignment”), shall be deemed a “Holder” and not a “Lender” hereunder, and all rightor such portion of the Revolving Notes held by such Lender that shall have been assigned to such Holder pursuant to the Principal Only Assignment shall be evidenced by and entitled to the benefits of this Agreement and, title and interest inif requested by such Holder, a Revolving Note payable to and under and all obligations such Holder in an amount equal to the principal amount of MSMCI outstanding Revolving Notes as shall have been assigned to such Holder pursuant to such Principal Only Assignment. For the avoidance of doubt, any assignee of a Principal Only Assignment shall have no obligation to purchase any additional Revolving Notes. For purposes of determining whether the Borrower has reached the Total Commitment hereunder, any principal amount of Revolving Notes outstanding with respect to a Principal Only Assignment shall be included in such determination. In connection with any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and permitted assignment by a Holder 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, some or all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under hereunder, upon the Purchase Agreements request of such Holder, the Borrower shall cause to be delivered to the extent relating assignee thereof either (i) a letter from outside legal counsel to the Specified Mortgage Loans, and Borrower indicating that it may rely upon the Trustee, opinion letter delivered by it on behalf of the Trust, hereby accepts such assignment Closing Date or (ii) an opinion 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 other legal counsel reasonably acceptable to the Depositor and assignee to the Trustee that MSMCI has not taken any action that would serve to impair effect of such opinion letter, in either case dated on or encumber before the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the effective date of MSMCI's acquisition of the Specified Mortgage Loanssuch assignment.

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 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 December 29, 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 that arise under the Servicing Agreement from and after December 29, 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 that arise from and after December 29, 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 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 Effective as of the date hereofSecond Amendment Effective Date, MSMCI hereby sells, assigns and transfers immediately prior to giving effect to the Depositor all of amendments contained in Section 2 above, each Lender has, in consultation with the Borrower, agreed to, and, for an agreed consideration, does hereby reallocate its rightrespective Maximum Credit Amount, title Elected Commitment, Commitment and interest in the Specified Mortgage Loans and all rights participations in Letters of Credit, LC Disbursements 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 Swingline Loans (the "First Assignment and Assumption"“Reallocation”). On the Second 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 Assignment and AssumptionReallocation, the Depositor hereby sellsElected Commitment and Maximum Credit Amount of each Lender shall be as set forth on Annex I attached to this Second Amendment, assigns which Annex I amends and transfers restates Annex I to the Trustee, on behalf Credit Agreement in its entirety. Each of the TrustAdministrative Agent, all of each Lender, the Issuing Bank, the Swingline Lender and the Borrower hereby consents and agrees to the Reallocation. With respect to the Reallocation, each Lender shall be deemed to have sold and assigned its rightMaximum Credit Amount, title and interest in the Specified Mortgage Elected Commitment, Commitment, Loans and all rights participations in Letters of Credit, LC Disbursements and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Swingline Loans, and each Lender shall be deemed to have acquired the TrusteeMaximum Credit Amount, on behalf Elected Commitment, Commitment, Loans and participations in Letters of Credit, LC Disbursements and Swingline Loans allocated to it from each Lender pursuant to the terms and conditions of the Trust, hereby accepts such assignment from Assignment and Assumption attached as Exhibit F to the Depositor Credit Agreement (the "Second “Assignment and Assumption"Agreement”), including Annex 1 to the Assignment Agreement (the “Standard Terms and Conditions”) and the Seller hereby acknowledges Credit 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 Second Amendment Effective Date as defined herein. Such Reallocation shall be without recourse to each Lender and, except as expressly provided in the Assignment and Assumption. Agreement, without representation or warranty by such Lender. On the Second Amendment Effective Date, (ci) On and as the Administrative Agent shall take the actions specified in Section 12.04(b)(iv) of the date hereofCredit Agreement, MSMCI represents including recording the Reallocation described herein in the Register, and warrants (ii) the Reallocation shall be effective for all purposes of the Credit Agreement. Notwithstanding Section 12.04(b)(ii)(C) of the Credit Agreement, no Lender shall be required to pay a processing and recordation fee of $3,500 to the Depositor Administrative Agent in connection with the Reallocation. The Standard Terms and the Trustee that MSMCI has not taken any action that would serve Conditions are hereby agreed to impair or encumber the respective ownership interests and incorporated herein by reference and made a part of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition terms of the Specified Mortgage LoansReallocation pursuant to this Section 3 as if set forth herein in full.

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 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 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 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. (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 The parties to each assignment shall execute and of the date hereof, MSMCI hereby sells, assigns and transfers deliver 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 Administrative Agent an Assignment and Assumption. MSMCI specifically reserves and does The assignee, if it is not assign a Lender or Holder, shall deliver to the Depositor Administrative Agent an Administrative Questionnaire and any tax forms required by applicable law or reasonably requested by the Administrative Agent to support such assignee’s position that no withholding is required in respect of amount received hereunder. Promptly (and in any event, within three (3) Business Days) after demand by Administrative Agent, Borrower shall execute and deliver to Administrative Agent in exchange for any surrendered Revolving Note or Revolving Notes (which the assigning Lender or Holder agrees to promptly deliver to Borrower) a new Revolving Note or Revolving Notes to the assignee in an amount equal to the Commitment assumed by it pursuant to such Assignment and Assumption and, if the assigning Lender or Holder has retained a Commitment hereunder, a new Revolving Note or Revolving Notes to the assigning Lender or Holder in an amount equal to the Commitment retained by it hereunder. Such new Revolving Note or Revolving Notes shall re-evidence the indebtedness outstanding under the old Revolving Notes or Revolving Notes and shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Revolving Note or Revolving Notes and shall otherwise be in substantially the form of the Revolving Note or Revolving Notes subject to such assignments. For purposes of clarification, a Lender may assign (i) all or a portion of such Lender’s outstanding Revolving Notes (and its corresponding rights and obligations hereunder in connection therewith) with or without an assignment of all or a portion of such Lender’s portion of the Total Commitment or (ii) any current or future commitment, right or obligation to make any additional Loans under such Revolving Notes or this Agreement or to purchase any Revolving Notes or to lend or relend any amount (collectively, the “Excluded Rights and Obligations”). Any assignee of all or a portion of a Lender’s or a Holder’s outstanding Revolving Notes (and its corresponding rights and obligations hereunder in connection therewith) who shall not have also been assigned all or a portion of such Lender’s Commitment and other Excluded Rights and Obligations (such assignment, a “Principal Only Assignment”), shall be deemed a “Holder” and not a “Lender” hereunder, and all rightor such portion of the Revolving Notes held by such Lender that shall have been assigned to such Holder pursuant to the Principal Only Assignment shall be evidenced by and entitled to the benefits of this Agreement and, title and interest inif requested by such Holder, a Revolving Note payable to and under and all obligations such Holder in an amount equal to the principal amount of MSMCI outstanding Revolving Notes as shall have been assigned to such Holder pursuant to such Principal Only Assignment. For the avoidance of doubt, any assignee of a Principal Only Assignment shall have no obligation to purchase any additional Revolving Notes. For purposes of determining whether the Borrower has reached the Total Commitment hereunder, any principal amount of Revolving Notes outstanding with respect to a Principal Only Assignment shall be included in such determination. In connection with any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and permitted assignment by a Holder 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, some or all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under hereunder, upon the Purchase Agreements request of such Holder, the Borrower shall cause to be delivered to the extent relating assignee thereof either (i) a letter from outside legal counsel to the Specified Mortgage Loans, and Borrower indicating that it may rely upon the Trustee, opinion letter delivered by it on behalf of the Trust, hereby accepts such assignment Closing Date or (ii) an opinion 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 other legal counsel reasonably acceptable to the Depositor and assignee to the Trustee that MSMCI has not taken any action that would serve to impair effect of such opinion letter, in either case dated on or encumber before the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the effective date of MSMCI's acquisition of the Specified Mortgage Loanssuch assignment.

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 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 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 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 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 hereunder, any and all right, title and interest in, to and under 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 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 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 Seller will assign, and Buyer will assume and perform for all periods on or after the Adjustment Time (and prior to the Assignment Time with respect to liabilities and obligations for which a Purchase Price Adjustment has been made in Buyer's favor under Section 3.3) the following liabilities and obligations of Seller (collectively, the "ASSUMED LIABILITIES"): (A) Seller's obligations to subscribers of the date hereofBusiness for (i) refunds of subscriber deposits held by Seller as of the Closing Date in respect of which a Purchase Price adjustment is made in Buyer's favor under Section 3.3(b), MSMCI hereby sells(ii) refunds of subscriber advance payments held by Seller as of the Closing Date for services to be rendered by the System after the Closing Date, assigns in respect of which a Purchase Price adjustment is made in Buyer's favor under Section 3.3(b) and transfers (iii) the delivery of cable television service to customers of the System after the Closing Date; (B) obligations and liabilities in respect of which a Purchase Price adjustment in Buyer's favor is made under Section 3.3 including, but not limited to, accrued but unpaid real and personal property taxes related to the Depositor all Assets which correspond to a period of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements time prior to the extent Adjustment Time, expenses accrued under Governmental Permits and Seller Contracts which correspond to a period of time prior to the Adjustment Time and certain accrued vacation pay; (C) obligations accruing and relating to periods on or after the Adjustment Time under Governmental Permits and Seller Contracts; (D) any taxes accrued and relating to periods on or after the Adjustment Time in connection with the ownership of the Assets and the ownership of the Assets and the operation of the Business; and (E) all other liabilities or obligations of Seller arising out of or relating to the Specified Mortgage Loans, conduct of the Depositor hereby accepts such assignment from MSMCI (Business and incurred in 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 ordinary course of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loansbusiness. (b) On Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities, Buyer will not and shall not assume or have any responsibility for any liabilities or obligations of the date hereofSeller or Employer which arise out of, immediately after giving effect result from, or relate to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers Excluded Assets or any matters allocable 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 period prior to the extent Adjustment Time, whether relating to the Specified Mortgage LoansAssets, and the TrusteeBusiness, on behalf of the TrustSystem or otherwise, hereby accepts such assignment from the Depositor unless a Purchase Price adjustment in Buyer's favor has been made under Section 3.3 (collectively, 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 . Liabilities or obligations which relate to the Depositor Excluded Liabilities shall be the obligation of Seller, which Seller covenants and the Trustee that MSMCI has not taken any action that would serve agrees to impair or encumber the respective ownership interests of the Depositor and the Trustee discharge in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loansordinary course unless such liability or obligation is being disputed by Seller in good faith.

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 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 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 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 Effective upon the Settlement Date specified in Item 4 of the date hereofSchedule of Terms (the "Settlement Date"), MSMCI Assignor hereby sellssells and assigns to Assignee, assigns without recourse, representation or warranty (except as expressly set forth herein), and transfers to the Depositor Assignee hereby purchases and assumes from Assignor, that percentage interest in all of its rightAssignor's rights and obligations as a Lender and, title if applicable, an Offshore Participant, arising under the Credit Agreement and the other Loan Documents with respect to Assignor's Commitments and outstanding Loans, if any, and Offshore Participation, if any, which represents, as of the Settlement Date, the percentage interest specified in Item 3 of the Specified Mortgage Loans and Schedule of Terms of all rights and obligations related thereto as provided of Lenders and, if applicable, Offshore Participants, arising under the Purchase Agreements Credit Agreement and the other Loan Documents with respect to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI Commitments and any outstanding Loans and any Offshore Participation (the "First Assignment and AssumptionAssigned Share"). Without limiting the generality of the foregoing, the parties hereto hereby expressly acknowledge and agree that any assignment of all or any portion of Assignor's rights and obligations relating to Assignor's Revolving Loan Commitment (or any Offshore Participation related thereto) shall include (i) in the Seller hereby acknowledges event Assignor is 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 Issuing Lender with respect to any Mortgage Loans subject outstanding Letters of Credit (any such Letters of Credit being "Assignor Letters of Credit"), the sale to Assignee of a participation in the Purchase Agreements which are not Assignor Letters of Credit and any drawings thereunder as contemplated by subsection 3.1C of the Specified Mortgage LoansCredit Agreement and (ii) the sale to Assignee of a ratable portion of any participations previously purchased by Assignor pursuant to said subsection 3.1C with respect to any Letters of Credit other than the Assignor Letters of Credit. (b) On and In consideration of the date hereofassignment described above, immediately after giving effect Assignee hereby agrees to pay to Assignor, on the First Assignment and AssumptionSettlement Date, the Depositor hereby sellsprincipal amount of any outstanding Loans included within the Assigned Share, assigns and transfers such payment to be made by wire transfer of immediately available funds in accordance with the Trustee, on behalf applicable payment instructions set forth in Item 5 of the Trust, all Schedule 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 AssumptionTerms. (c) On and as of the date hereof, MSMCI Assignor hereby represents and warrants that Item 3 of the Schedule of Terms correctly sets forth the amount of the Commitments, any Offshore Participation, the outstanding Term Loans and the Pro Rata Share corresponding to the Depositor Assigned Share. (d) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption described above, (i) Assignee shall be a party to the Credit Agreement and shall have all of the rights and obligations under the Loan Documents, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents, arising out of or otherwise related to the Assigned Share, and (ii) Assignor shall be absolutely released from any of such obligations, covenants and agreements assumed or made by Assignee in respect of the Assigned Share. Assignee hereby acknowledges and agrees that the agreement set forth in this Section 1(d) is expressly made for the benefit of Company, Administrative Agent, Collateral Agent, Assignor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the other Lenders and their respective ownership interests of the Depositor successors and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loanspermitted assigns.

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 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 September 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 that arise under the Servicing Agreement from and after September 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 that arise from and after September 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 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 March 2, 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 March 2, 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 March 2, 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 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 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 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 Assignor hereby assigns to Assignee, effective upon the receipt of the date hereofconsideration set forth in Section 1(c) and Administrative Agent's receipt of any processing and recordation fee required under subsection 10.1B of the Credit Agreement, MSMCI without recourse, representation or warranty (except as expressly set forth herein), an undivided _____% interest (the "Percentage") in all of Assignor's rights and obligations as a Lender arising under the Credit Agreement and the other Loan Documents relating to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder [and concurrently therewith sells to Assignee, without recourse, representation or warranty (except as expressly set forth herein), the Assignee Participation]. (b) Assignee hereby sellsassumes from Assignor, assigns and transfers Assignor is hereby expressly and absolutely released from, the Percentage of all of Assignor's obligations arising under the Loan Documents relating to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder, including without limitation all such obligations with respect to any Australian Loans to be made and any participations in Australian Letters of Credit to be purchased, pursuant to the Depositor Credit Agreement [, and Assignee hereby purchases from Assignor the Assignee Participation]. (c) Notwithstanding any provisions of this Agreement to the contrary, each of the Assignor and Assignee hereby acknowledges and confirms its understanding and agreement that the Australian Commitments of the Australian Lenders under the Credit Agreement may from time to time be increased or decreased by the Borrowers in accordance with subsection 2.1A of the Credit Agreement through changes in the Australian Allocation, provided that the Australian Allocation may not at any time exceed the aggregate amount of the Commitments of all Lending Units then in effect. Each of its right, title the Assignor and Assignee acknowledges that the Percentage interest in the Specified Mortgage Australian Commitment being assigned and assumed hereunder equals the Assignee's Pro Rata Share, as set forth on Annex II attached hereto, of the Australian Allocation of the Commitments as in effect on and after the date upon which this Agreement becomes effective. (d) Assignor hereby represents and warrants that as of the effective date of this Agreement the respective amounts of unpaid principal, accrued but unpaid interest and accrued but unpaid fees with respect to the Percentage of Assignor's rights under the Credit Agreement relating to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder [and with respect to the Assignee Participation] are as set forth on Annex I attached hereto. In consideration of Assignor's assignment, Assignee hereby agrees to pay to Assignor, on the effective date of this Agreement, the amount of $_________________ in immediately available funds by wire transfer to Assignor's office at _________________. (e) Assignor and Assignee hereby agree that Annex II attached hereto sets forth the amount of the Australian Commitment, any Australian Loans, and participations by Assignee in any Australian Letters of Credit outstanding under the Commitment and the Pro Rata Share of Assignee after giving effect to the assignment and assumption [and the sale and purchase] described above. (f) Assignor and Assignee hereby agree that, upon giving effect to the assignment and assumption [and the sale and purchase] described above, Assignee shall be a party to the Credit Agreement as an Australian Lender thereunder, and shall have all of the rights and obligations under the Loan Documents of, and shall be deemed to have made all of the covenants and agreements contained in the Loan Documents made by, an Australian Lender having the Australian Commitment, the outstanding Australian Loans, the aggregate participation in outstanding Australian Letters of Credit and the Pro Rata Share of Assignee as reflected on Annex II attached hereto. Assignee hereby acknowledges and agrees that the agreement set forth in this subsection 1(f) is expressly made for the benefit of Company, Borrowers, Australian Administrative Agent, Administrative Agent, Assignor and the other Lenders and their respective successors and permitted assigns. (g) Assignor and Assignee hereby acknowledge and confirm their understanding and intent that (i) this Agreement shall effect [(A)] the assignment by Assignor and the assumption by Assignee of the Percentage of Assignor's rights and obligations with respect to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder and all rights and obligations related thereto as provided under the Purchase Agreements Loan Documents with respect thereto [and (B) the sale by Assignor and the purchase by Assignee of the Assignee Participation], (ii) any other assignments by Assignor of a portion of its rights and obligations with respect to Assignor's Australian Commitment and any Australian Loans or Assignor Participations outstanding thereunder [, and any other sales by Assignor of participations in the extent relating to Assignor Letters of Credit,] shall have no effect on Australian Commitment, the Specified Mortgage outstanding Australian Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption")aggregate participation in outstanding Australian Letters of Credit or Pro Rata Share of Assignee set forth on Annex II attached hereto, and (iii) from and after the Seller effective date of this Agreement, Administrative Agent shall make all payments under the Credit Agreement in respect of the Percentage interest assigned hereby acknowledges [and the First Assignment Assignee Participation] (including without limitation all payments of principal and Assumption. MSMCI specifically reserves accrued but unpaid interest and does not assign commitment and letter of credit fees with respect thereto) to Assignee, whether such amounts (in the case of such interest and fees) have accrued prior 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 effective date of MSMCI's acquisition of the Specified Mortgage Loansthis Agreement or subsequent thereto.

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 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 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 Seller Mortgage Loans and all the rights and obligations related thereto thereto, including all the rights and obligations of the “Purchaser” as provided under the Purchase Agreements Agreement, to the extent relating to the Specified Seller Mortgage Loans, the . The Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition and assumes such obligations. For the avoidance of doubt, JPMorgan Acquisition retains (i) the "First Assignment rights of the “Purchaser” under the Agreement in connection with a breach occurring prior to the date hereof of a representation or warranty set forth in Subsection 7.01 or 7.02 of the Agreement and Assumption")all remedies related thereto under the Agreement and (ii) the rights of the “Purchaser” under the Agreement in connection with any breach occurring prior to the date hereof of any representation, and warranty or covenant made by the Seller hereby acknowledges under 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 Agreement with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Seller Mortgage Loans, including without limitation, the covenant set forth in Subsection 7.04; provided that, in the case of each of (i) and (ii), such rights and remedies shall be determined without giving effect to any amendments of the Agreement pursuant to this Assignment. (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, Trust all of its right, title and interest in the Specified Seller Mortgage Loans and all the rights and obligations related thereto thereto, including all the rights and obligations of the “Purchaser” as provided under the Purchase Agreements Agreement, to the extent relating to the Specified Seller Mortgage Loans, and the Trustee, on behalf of the Trust, . The Trust hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumptionassumes such obligations. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee Trust 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 Trust in the Specified Seller Mortgage Loans since the date of MSMCI's JPMorgan Acquisition’s acquisition of the Specified Seller 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.

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 and all rights and obligations related thereto as provided under Loans, the Purchase Agreements Agreement and the Servicing Agreement, 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 and Assumption"Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Purchase Agreement and the Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer and Seller hereby acknowledges the First Assignment acknowledge such assignment and Assumption. MSMCI specifically reserves assumption and does not assign hereby agree to the Depositor hereunder release of the Assignor from any obligations under the Servicing Agreement and all rightthe Purchase Agreement, title respectively, 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 the Purchase Agreement, the Servicing Agreement, or the Commitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement and the Seller and the Assignor shall have the right to amend, modify or terminate the Purchase Agreement or the Commitment Letter, in each case, without the joinder of the Specified 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 hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letter, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letter (to the extent required by the terms of the Commitment Letter.) (e) Notwithstanding any provision of the Commitment Letter to the contrary, in the event any Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the Commitment Letter, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Washington Mutual is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Washington Mutual is not the servicer) or the Trustee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the Commitment Letter. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Commitment Letter is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Mortgage Loans.