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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment and Assumption. (a) On and as of the date hereof, MSMCI 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 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 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 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 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 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 the Closing Date under the Sale and of Servicing Agreement (the date hereof"Closing Date"), MSMCI the Assignor hereby assigns, sells, assigns transfers, sets over and transfers conveys to the Depositor Assignee all of its right, title and interest in and to the Specified Mortgage Loans Receivables and all rights and obligations related thereto as provided under the Purchase Agreements and Servicing Agreement, to the extent relating to the Specified Mortgage LoansReceivables (other than the rights of the Assignor to indemnification thereunder), the Depositor hereby accepts such assignment from MSMCI and all Conveyed Assets with respect thereto (the "First Assignment and Assumption"as defined in Exhibit 1 hereto), and the Seller Assignee hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and assumes 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 Assignor's obligations related thereto as provided under the Purchase Agreements and Servicing Agreement, to the extent relating to the Specified Mortgage LoansReceivables, from and after the Closing Date, and Huntington hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Purchase and Servicing Agreement from and after the Closing Date, to the extent relating to the Receivables. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made by it in Section 3.03 of the Purchase and Servicing Agreement, and the Trustee, on behalf Assignee is not undertaking any such liability hereunder. Assignor hereby authorizes the filling of assignments in the State of Ohio of the Trust, hereby accepts such assignment from UCC financing statement naming it as secured party/purchaser under the Depositor (Purchase and Servicing Agreement with respect to the "Second Assignment Receivables and Assumption")the filing of a UCC financing statement in the State of Delaware with respect to the Receivables and Conveyed Assets hereunder, and the Seller hereby acknowledges further assignment thereof to the Second Assignment Trust and AssumptionIndenture Trustee. (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 Receivables since the date of MSMCI's acquisition the Purchase and Servicing Agreement. (c) Huntington hereby agrees to pay any GAP Amounts owed by it under the Purchase and Servicing Agreement to whomever shall be responsible for servicing the Receivables at any time on behalf of the Specified Mortgage LoansTrust. (d) Huntington and the Assignor shall have the right to amend, modify or terminate the Purchase and Servicing Agreement without the joinder of the Assignee with respect to retail motor vehicle loan and installment sale contracts 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 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 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 FCI hereby sells, assigns and transfers to the Depositor Metris all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided arising under the Purchase Agreements to Agreement, effective as of the extent relating to the Specified Mortgage LoansEffective Date, the Depositor and Metris hereby accepts such assignment. FCI hereby delegates to Metris all of its duties and obligations under the Purchase Agreement and, for the benefit of FCI and Metris Receivables, Metris hereby assumes and agrees to perform all of FCI's duties and obligations under the Purchase Agreement. Metris agrees that it shall be liable to Metris Receivables for all of the obligations of FCI arising under and in accordance with the Purchase Agreement, whether arising prior to or after the Effective Date. (b) In connection with such assignment from MSMCI (and assumption, Metris hereby confirms the "First Assignment conveyance of property set forth in Sections 2.1(a) and Assumption")2.1(f) of the Purchase Agreement and in consideration for the Purchase Price and upon the terms and subject to the conditions set forth in the Purchase Agreement and this Agreement, Metris does hereby sell, assign, transfer, set-over, and otherwise convey to Metris Receivables, and Metris Receivables does hereby purchase from Metris, on the Seller hereby acknowledges the First Assignment terms and Assumption. MSMCI specifically reserves and does not assign subject to the Depositor hereunder any conditions specifically set forth in the Purchase Agreement and this Agreement, all of Metris' right, title and interest in, to and under (i) the Receivables now existing and hereafter created and arising in connection with the Accounts and any accounts that meet the definition of Additional Accounts, including, without limitation, all accounts, general intangibles, chattel paper, contract rights and other obligations of MSMCI any Obligor with respect to the Receivables, now or hereafter existing, whether or not arising out of or in connection with the sale or lease of goods or the rendering of services, (ii) all monies and investments due or to become due with respect thereto (including, without limitation, the right to any Finance Charge Receivables, including any Recoveries), (iii) all proceeds of such Receivables and (iv) the Bank Receivables Purchase Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in a creation or an assumption by Metris Receivables of any obligation of Metris in connection with the Receivables or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligors, merchant banks, merchant clearance systems, VISA USA, Inc., MasterCard International Incorporated or insurers. (c) In connection with the foregoing sale, Metris agrees to record and file within five (5) business after the Effective Date, at its own expense, a financing statement or statements with respect to the Receivables and the other property described in Section 2(b) of this Agreement sold by Metris hereunder meeting the requirements of applicable state law in such manner and in such jurisdictions as are necessary to perfect and protect the interests of Metris Receivables created hereby under the applicable UCC against all creditors of and purchasers from Metris, and to deliver a file-stamped copy of such financing statements or other evidence of such filings to Metris Receivables within ten (10) days after the Effective Date. (d) In connection with the sale and conveyance hereunder, Metris agrees, at its own expense, within five (5) Business Days after the Effective Date and on each Business Day thereafter, to indicate or cause to be indicated clearly and unambiguously in its accounting records and with respect to any Mortgage Loans subject Receivables purchased by Metris from the Bank to cause the Bank to indicate clearly and unambiguously in the Bank's accounting records that such Receivables and the other property described above have been sold to Metris Receivables pursuant to the Purchase Agreements which are not Agreement and this Agreement as of the Specified Mortgage LoansEffective Date or such Business Day as applicable. (be) On It is the express intent of Metris and Metris Receivables that the conveyance of the date hereof, immediately after giving effect Receivables by Metris to Metris Receivables pursuant to the First Assignment Purchase Agreement and Assumptionthis Agreement be construed as a sale of such Receivables by Metris to Metris Receivables. It is, further, not the intention of Metris and Metris Receivables that such conveyance be deemed a grant of a security interest in the Receivables by Metris to Metris Receivables to secure a debt or other obligation of Metris. However, in the event that, notwithstanding the intent of the parties, the Depositor Receivables are held to continue to be property of Metris, then (i) the Purchase Agreement together with this Agreement also shall be deemed to be and hereby sellsis a security agreement within the meaning of the UCC; and (ii) the conveyance by Metris provided for in the Purchase Agreement and this Agreement shall be deemed to be and Metris hereby grants to Metris Receivables a security interest in and to all of Metris's right, assigns title and transfers interest in (w) the Receivables then existing and thereafter created and arising in connection with the Accounts that meet the definition of Additional Accounts, including, without limitation, all accounts, general intangibles, chattel paper, contract rights and other obligations of any Obligor with respect to the Receivables, then or thereafter existing, (x) all monies and investments due or to become due with respect thereto (including, without limitation, the right to any Finance Charge Receivables, including any Recoveries), (y) all proceeds of such Receivables and (z) the Bank Receivables Purchase Agreement to secure (1) the obligations of Metris and (2) a loan to Metris in the amount of the Purchase Price as set forth in the Purchase Agreement and this Agreement (the "Secured Obligations"). Metris and Metris Receivables shall, to the extent consistent with the Purchase Agreement and this Agreement, take such actions as may be necessary to ensure that, if the Purchase Agreement together with this Agreement were deemed to create a security interest in the Receivables, such security interest would be deemed to be a perfected security interest of first priority in favor of Metris Receivables under applicable law and will be maintained as such throughout the term of the Purchase Agreement and this Agreement. Metris and Metris Receivables may rely upon an Opinion of Counsel addressed to them as to what is required to provide Metris Receivables with such security interest; and any such Opinion of Counsel shall permit the Trustee, on behalf of the TrustCertificateholders, all of its right, title and interest the Certificateholders (in the Specified Mortgage Loans and all rights and obligations related thereto as provided under case of any Series issued in a placement exempt from the Purchase Agreements to registration requirements of the extent relating to the Specified Mortgage Loans, Securities Act) and the Trustee, Rating Agencies to rely 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 Assumptionit. (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 JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI JPMorgan Acquisition (the "“First Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the First Assignment and Assumption. MSMCI JPMorgan Acquisition specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI JPMorgan Acquisition with respect to any Mortgage Loans subject to the Purchase Agreements Agreement which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller Servicer hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI JPMorgan Acquisition represents and warrants to the Depositor and the Trustee that MSMCI JPMorgan Acquisition has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's JPMorgan Acquisitions’ acquisition of the Specified Mortgage Loans.

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

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

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

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

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

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

Assignment and Assumption. (a) On and 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 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 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. 2.2.1 As of, and with effect from, the Effective Time: (ai) On Existing Lessor assigns to New Lessor, and of the date hereofNew Lessor agrees to assume, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightExisting ▇▇▇▇▇▇’s existing and future rights, title, benefit and interest, and obligations, covenants, undertakings, duties and liabilities under the Lease arising on or after the Effective Time and New Lessor agrees to perform all of those obligations, covenants, undertakings, duties and liabilities; (ii) Lessee consents to and accepts the assignment to and assumption by New Lessor of all of Existing Lessor’s existing and future rights, title and interest and obligations, covenants, undertakings, duties and liabilities under the Lease arising on or after the Effective Time and New Lessor’s agreement to perform all of those obligations, covenants, undertakings, duties and liabilities; (iii) Existing Lessor releases Lessee from all of Lessee’s obligations, covenants, undertakings, duties and liabilities to Existing Lessor under the Lease arising on or after the Effective Time and Existing Lessor agrees that it has no further rights against Lessee under the Lease in respect of those obligations, covenants, undertakings, duties and liabilities; (iv) Lessee releases Existing Lessor from all of Existing Lessor’s obligations, covenants, undertakings, duties and liabilities to Lessee under the Specified Mortgage Loans Lease arising on or after the Effective Time and ▇▇▇▇▇▇ agrees that (v) Lessee acknowledges that its obligations, covenants, undertakings, duties and liabilities arising from the Effective Time to the "Lessor" under the Lease are owed to New Lessor and ▇▇▇▇▇▇ agrees with New Lessor to perform all of those obligations, covenants, undertakings, duties and liabilities. 2.2.2 Each of the events and agreements in 2.2.1 is conditional upon the happening of the others 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 Loansthem shall occur simultaneously. (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 connection with the Defeasance, Borrower shall, at the request of the date hereofLender, MSMCI hereby sells, assigns and transfers to the Depositor assign all of its right, title and interest in and to the Specified Mortgage Loans pledged Defeasance Collateral and all its obligations and rights and obligations related thereto as provided under the Purchase Loan (or, for a Partial Defeasance, the New Note) and the Defeasance Security Agreements to Successor Borrower. Successor Borrower shall execute an assumption agreement in form and substance customary in commercial mortgage defeasance transactions, pursuant to which it shall assume Borrower’s obligations under the extent relating to the Specified Mortgage LoansLoan (or, for a Partial Defeasance, the Depositor hereby accepts New Note) and the Defeasance Security Agreements and Borrower shall be released from such obligations. As conditions to such assignment from MSMCI and assumption, Borrower shall (the "First Assignment i) deliver to Lender opinions of counsel addressed to Lender and Assumption")all Rating Agencies, in form and substance customary in commercial Defeasance transactions and delivered by counsel reasonably satisfactory to Lender, and subject only to customary assumptions, qualifications and exceptions, stating, among other things, that such assumption agreement is enforceable against Borrower and Successor Borrower in accordance with its terms and that the Seller hereby acknowledges Loan (or, for a Partial Defeasance, the First Assignment New Note) and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all rightDefeasance Security Agreements, title and interest inas so assumed, to and under and all obligations are enforceable against Successor Borrower in accordance with their respective terms, and, if a non-consolidation was delivered in connection with the making of MSMCI the Loan, a bankruptcy non-consolidation opinion with respect to any Mortgage Loans subject Successor Borrower, its equity owners and such other parties as Lender may reasonably require; and (ii) pay all reasonable and actual out of pocket costs and expenses incurred by Lender and its agents in connection with such assignment and assumption (including, without limitation, the formation or review of Successor Borrower and the preparation of the assumption agreement and related documentation). Upon such assumption by Successor Borrower, Borrower shall be relieved of its obligations under the Loan (or, for a Partial Defeasance, the New Note), the Defeasance Security Agreements and the other Loan Documents other than (i) representations and warranties made in connection with the Defeasance, (ii) the obligation to effect the Purchase Agreements Defeasance in accordance with this Article 11, and to provide further assurances as necessary to do so, (iii) liability for losses to Lender resulting from an avoidance, rescission or set-aside of the Defeasance as a result of actions taken by Borrower, and (iv) those obligations which are not specifically stated in the Specified Mortgage Loans. (b) On and Loan Documents to survive the repayment of the date hereofLoan or other termination, immediately after giving effect to satisfaction, assignment, amendment or restatement of the First Assignment and AssumptionLoan, the Depositor hereby sells, assigns and transfers to Defeasance Security Agreements or the Trustee, on behalf of the Trust, all other Loan Documents or Lender’s exercise of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided remedies under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, any of such documents and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumptioninstruments. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

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

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

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

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

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

Assignment and Assumption. (a) On and as of the date hereof, MSMCI JPMorgan Acquisition hereby sells, assigns and transfers to the Depositor all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements Agreement 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. Effective as of the "Effective Date" (as defined in Section 2.2 below) and subject to the conditions set forth in Section 2.3 and 2.4 below, (a) On and of the date hereof, MSMCI Assignor hereby sells, assigns and transfers to the Depositor Assignee all 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 rightAssignor's rights, 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. Lease, (b) On Assignee hereby accepts such assignment, and (c) for the benefit of both Assignor and Landlord, Assignee hereby assumes all of Assignor's obligations under the Lease, and agrees to be bound by and subject to all of the date hereofprovisions of the Lease and Landlord's rights thereunder and to timely perform all of the obligations of the "Tenant" under the Lease as though Assignee was named the tenant thereunder during the entire term of the Lease. From and after the "Rent Commencement Date", immediately after giving effect as defined in Section 4.3 below, Assignee shall cause all utilities servicing the Premises, the Building and the land to be placed in its name and paid directly by Assignee to the First Assignment and Assumptionprovider thereof, 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 required of the Tenant under the Lease. Assignee shall reimburse Assignor for all amounts relating to the Specified Mortgage LoansPremises, the Building and the Trusteeland that have been paid by Assignor for periods following the Rent Commencement Date, on behalf including but not limited to insurance payments made to Landlord, real estate taxes, Columbia Association assessments and other governmental charges. Landlord agrees to refund to Assignee any amount paid by Assignor under the Lease for Operating Charges and Real Estate Taxes in excess 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. (camount(s) On and as of the date hereof, MSMCI represents and warrants actually due for periods prior to the Depositor Rent Commencement Date. Assignee shall indemnify and hold Assignor harmless from and against any and all liability, loss, damage and expense arising under the Trustee that MSMCI has not taken any action that would serve to impair or encumber Lease from and after 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 LoansRent Commencement Date.

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 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.