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

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

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

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

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

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

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

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

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

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

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

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

Assignment and Assumption. (a) On and 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 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 ’s acquisition of the Specified Mortgage Loans.

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

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

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

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

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

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

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

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

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

Assignment and Assumption. (a) On and 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 As of the Assumption Date, Fremont hereby transfers, sets over, assigns and conveys all of its right and obligations of any nature whatsoever under any reinsurance cover note, binder, slip, contract, agreement, treaty or certificate, retrocession agreement, stop loss agreement or other instrument of reinsurance ceded by Fremont in respect of any of the Insurance Policies, including, without limitation, the reinsurance arrangements set forth on Exhibit E hereof (such reinsurance agreements being hereinafter collectively referred to as the "Reinsurance Agreements"), excluding amounts which may become due from reinsurers with respect to paid losses under the Insurance Policies as of the Assumption Date. AHIC hereby accepts such conveyance, transfer and assignment of Fremont's rights under the Reinsurance Agreements and assumes all of Fremont's obligations under the Reinsurance Agreements arising after the date hereof. As soon as practicable after the Effective Date, MSMCI hereby sells, assigns and transfers Fremont shall use commercially reasonable efforts to the Depositor cause all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Reinsurance Agreements to be endorsed to substitute AHIC for Fremont as the extent relating to cedent, effective as of 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 LoansEffective Date. (b) On The assignment and assumption of the date hereof, immediately after giving effect Reinsurance Agreements effected by this Section 2.1 shall be effective only if and to the First Assignment extent that such assignment and Assumption, assumption shall preserve fully the Depositor hereby sells, assigns and transfers to the Trustee, on behalf obligations of the Trust, reinsurers thereunder in respect of the Insurance Policies. To the extent that less than all of its right, title and interest in the Specified Mortgage Loans and all Fremont's rights and obligations related thereto as provided under the Purchase Reinsurance Agreements are so assigned to and assumed by AHIC pursuant to the extent relating foregoing sentence, (i) after the Assumption Date AHIC shall be responsible for the payment of all premiums and other considerations required to be paid by Fremont in respect of any of the Reinsurance Agreements, whether or not fully assigned and assumed pursuant to the Specified Mortgage Loans, and the Trustee, on behalf terms of Article II hereof; (ii) all reinsurance recoveries attributable to any of the Trust, hereby accepts such assignment from Insurance Policies with the Depositor exception of reinsurance recoveries attributable to the claim described on Exhibit F attached hereto (the "Second Assignment Gill▇▇▇▇▇ ▇▇▇im") ceded hereunder are INSURANCE and Assumption")shall accrue to the benefit of AHIC hereunder by operation of this Section 2.1 and shall, upon receipt thereof by Fremont, be paid promptly thereby to AHIC upon and in accordance with its direction; and (iii) such assignment and assumption shall be effective at such times as the Seller hereby acknowledges assignment and assumption may be effected while preserving fully the Second Assignment and Assumption. (c) On and as obligations 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 reinsurer under 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 LoansReinsurance Agreement.

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

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

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

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

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

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

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

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

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

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

Assignment and Assumption. (a) On and 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. 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 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.