Common use of Assignment and Assumption Clause in Contracts

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns Upon and subject to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights occurrence of the Assignor to indemnification thereunder)Effective Time, FTAC hereby assigns, and the Assignee Company hereby assumes all assumes, the rights and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants, including the obligation to issue Company Common Shares upon the exercise of the Assignor’s Non-Founder FTAC Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of FTAC under the Sale/Servicing AgreementsWarrant Agreement and the Non-Founder FTAC Warrants. As a result of the preceding sentence, upon and subject to the extent relating occurrence of the Effective Time, each Non-Founder FTAC Warrant will be exchanged for a warrant to purchase Company Common Shares pursuant to the Mortgage Loans, from terms and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights conditions of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementWarrant Agreement. (b) It is intended that The Company acknowledges and agrees that, subject to the conveyance terms of the AssignorWarrant Agreement, the Non-Founder FTAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the Non-Founder FTAC Warrants shall continue in full force and effect and that all of FTAC’s obligations thereunder shall be valid and enforceable as against the Company upon consummation of the Merger and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement. (c) Notwithstanding anything to the contrary herein or in the Warrant Agreement, if any Warrant shall remain unexercised immediately before the conclusion of the Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Warrant shall, automatically and without the necessity of any action on the part of any person, be transferred to the LLC and thereupon exercised by the LLC on a “cashless basis” by exchanging such Warrant for common shares of the Company in accordance with Sections 7.4 and 3.1 of the Warrant Agreement. (d) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, title and interest in and to Mortgage Loans and obligation, claim or remedy created by the Warrant Agreement or any other property conveyed document or instrument delivered pursuant to or in connection with it. (e) The choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Assignment Warrant Assumption Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest continue to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) govern the rights and obligations of the parties shall be established pursuant Parties to the Warrant Agreement and this Warrant Assumption Agreement in all respects. The Company hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Assignment Warrant Assumption Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in in, to and to under the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, and only the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreements (as amended hereby), to the extent relating to the Mortgage Loans, and only the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans, and only the Mortgage Loans. The Assignor, the Assignee and the Servicer further agree that any reference in the Agreements, as if they relate to the Mortgage Loans and only the Mortgage Loans, to “Bank of America, N.A.” is deleted in its entirety and replaced with “Xxxxxxx Sachs Mortgage Company;” provided, however, that it is agreed upon and understood that the Assignee had been a party shall not be deemed to each such agreementmake the representations and warranties in Section 4.3 of the Purchase Agreement. (b) It is intended that Simultaneously with the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms execution of this Assignment Agreement; (ii) , on February 26, 2007, the Assignee shall pay to the Assignor hereby grants the purchase price as calculated pursuant to the trade confirmation dated as of January 3, 2007 (the “Trade Confirmation”), by and between the Assignee a first priority security interest in all of and the Assignor’s right, title and interest in, . The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to and under, whether now owned or hereafter acquired, such the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans after February 1, 2007 (the “Assigned Loans Cut-off Date”) and all unscheduled payments or other property; proceeds or other recoveries on the Mortgage Loans received on and (3) this Assignment Agreement shall constitute a security agreement under applicable lawafter the Assigned Loans Cut-off Date except as otherwise specified in the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder consent of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the Flow SWSA, and the Sale/Servicing AgreementsTrade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsFlow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Flow SWSA or the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawTrade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the related Sale/Servicing Agreement Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Trade Confirmation, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Trade Confirmation (to the extent required by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contrary, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Nat City is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City is not such servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the Servicer’s repurchase obligation under the Trade Confirmation. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Trade Confirmation including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than Loans, with the rights exception of its right to indemnification from the Servicer under Section 8.01 of the Sale and Servicing Agreement for liabilities the Assignor may incur relating to indemnification thereunder), and 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/Sale and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the 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 (i) for any breaches of the representations and after warranties made in Sections 3.01 or 3.02 of the Sale and Servicing Agreement, or (ii) 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. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Sale and Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing Agreements, Agreement and the Sale Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans that arise from and after February 24, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after February 24, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after February 24, 2006, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage Loans.Assignee

Assignment and Assumption. (a) The Assignor hereby assigns Upon and subject to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights occurrence of the Assignor to indemnification thereunder)Effective Time, VOSO hereby assigns, and the Assignee Company hereby assumes all assumes, the rights and obligations of VOSO under the Warrant Agreement and the Public Warrants, including the obligation to issue Company Common Shares upon the exercise of the Assignor’s Public Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of VOSO under the Sale/Servicing AgreementsWarrant Agreement and the Public Warrants. As a result of the preceding sentence, upon and subject to the extent relating occurrence of the Effective Time, each Public Warrant will be exchanged for a warrant to purchase Company Common Shares pursuant to the Mortgage Loans, from terms and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights conditions of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementWarrant Agreement. (b) It is intended that The Company acknowledges and agrees that, subject to the conveyance terms of the AssignorWarrant Agreement, the Public Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the Public Warrants shall continue in full force and effect and that all of VOSO’s obligations thereunder shall be valid and enforceable as against the Company upon consummation of the Merger and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement. (c) Notwithstanding anything to the contrary herein or in the Warrant Agreement, if any Warrant shall remain unexercised immediately before the conclusion of the Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Warrant shall, automatically and without the necessity of any action on the part of any person, be transferred to Limited and thereupon exercised by Limited on a “cashless basis” by exchanging such Warrant for Company Common Shares in accordance with Sections 7.4 and 3.1 of the Warrant Agreement. (d) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, title and interest in and to Mortgage Loans and obligation, claim or remedy created by the Warrant Agreement or any other property conveyed document or instrument delivered pursuant to or in connection with it. (e) The choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Assignment Warrant Assumption Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest continue to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) govern the rights and obligations of the parties shall be established pursuant Parties to the Warrant Agreement and this Warrant Assumption Agreement in all respects. The Company hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Assignment Warrant Assumption Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. a. With respect to the mortgage loans listed in Schedule A hereto (a) The the “Mortgage Loans”), the Assignor hereby grants, transfers and assigns to the Assignee all of its the right, title and interest in and to of the Mortgage Loans and the Sale/Servicing AgreementsAssignor, as Owner, in, to and under the extent relating to the Mortgage Loans Servicing Agreement (other than the rights of the Assignor to indemnification thereunder), the Mortgage Loans delivered thereunder by the Company to the Assignor and the GSMC Assignment Agreement; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee hereby assumes all shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor’s obligations under , or be responsible for any indemnification amounts owed by the Sale/Servicing AgreementsAssignor, pursuant to the extent relating Servicing Agreement or the GSMC Assignment Agreement arising prior to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and Assignor shall be entitled to exercise remain liable for all such rights of liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. b. The Assignor represents and warrants to the Assignee that the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party has not taken any action that would serve to each such agreement. (b) It is intended that the conveyance of impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) c. The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or Assignee. Notwithstanding anything to the Mortgage Loanscontrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of servicing fees.

Assignment and Assumption. (a) The Assignor hereby assigns Upon and subject to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights occurrence of the Assignor to indemnification thereunder)FTAC Effective Time, FTAC hereby assigns, and the Assignee Company hereby assumes all assumes, the rights and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants, including the obligation to issue shares of Company Class A Common Stock upon the exercise of the Assignor’s Non-Founder FTAC Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of FTAC under the Sale/Servicing AgreementsWarrant Agreement and the Non-Founder FTAC Warrants. As a result of the FTAC Merger, upon and subject to the extent relating occurrence of the FTAC Effective Time, each Non-Founder FTAC Warrant will be automatically and irrevocably modified, pursuant to and in accordance with Section 4 of the Warrant Agreement, with the effect that, at the FTAC Effective Time, each Non-Founder FTAC Warrant will be exchanged for a warrant to purchase shares of Company Class A Common Stock pursuant to the Mortgage Loansterms and conditions of the Warrant Agreement. (b) The Company acknowledges and agrees that, subject to the terms of the Warrant Agreement, the Non-Founder FTAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the Non-Founder FTAC Warrants shall continue in full force and effect following the FTAC Effective Time and that, from and after the date hereof. The Assignee hereby accepts such assignmentFTAC Effective Time, all of FTAC’s obligations thereunder shall be valid and enforceable as against the Company and shall not be entitled to exercise all such rights impaired or limited by the execution or effectiveness of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementthis Warrant Assumption Agreement. (bc) It This Warrant Assumption Agreement is intended that being executed and delivered pursuant and subject to the conveyance of the Assignor’s Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, title and interest in and to Mortgage Loans and obligation, claim or remedy created by the Warrant Agreement or any other property conveyed document or instrument delivered pursuant to or in connection with it. (d) The choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Assignment Warrant Assumption Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest continue to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) govern the rights and obligations of the parties shall be established pursuant to the Warrant Agreement and this Warrant Assumption Agreement in all respects. The Company hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Assignment Warrant Assumption Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Assigned Mortgage Loans and the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Assigned Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Assigned Mortgage Loans, Loans from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Sale and Servicing AgreementsAgreement from and after the date hereof, as if to the Assignee had been a party extent relating to each such agreementthe Assigned Mortgage Loans. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Assigned Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Sale and Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor, the Assignee and the Servicer agree that the provisions of the 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 related Sale/Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Assigned Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in in, to and to under the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, and only the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreements (as amended hereby), to the extent relating to the Mortgage Loans, and only the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreements from and after the date hereof, as if to the extent relating to the Mortgage Loans, and only the Mortgage Loans. The Assignor, the Assignee had been a party and the Servicer further agree that any reference in the Agreements to each such agreement“Bank of America, N.A.” is deleted in its entirety and replaced with “Xxxxxxx Sachs Mortgage Company;” provided, however, that it is agreed upon and understood that the Assignee shall not be deemed to make the representations and warranties in Section 7 of either Purchase Agreement. (b) It is intended that Simultaneously with the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms execution of this Assignment Agreement; (ii) , on February 26, 2007, the Assignee shall pay to the Assignor hereby grants the purchase price as calculated pursuant to the trade confirmation dated as of January 3, 2007 (the “Trade Confirmation”), by and between the Assignee a first priority security interest in all of and the Assignor’s right, title and interest in, . The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to and under, whether now owned or hereafter acquired, such the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans after February 1, 2007 (the “Assigned Loans Cut-off Date”) and all unscheduled payments or other property; proceeds or other recoveries on the Mortgage Loans received on and (3) this Assignment Agreement shall constitute a security agreement under applicable lawafter the Assigned Loans Cut-off Date except as otherwise specified in the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement Agreements without the joinder consent of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor Upon and subject to the occurrence of the Effective Time, Spartan hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Company, and the Assignee Company hereby assumes all assumes, the rights and obligations of Spartan under the Warrant Agreement and the Spartan Warrants, and the Company hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of Spartan under the Warrant Agreement and the Spartan Warrants, including the obligations to issue NewCo Ordinary Shares upon the exercise of the Assignor’s obligations under Allego Warrants. As a result of the Sale/Servicing Agreementspreceding sentence, upon and subject to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights occurrence of the Assignor under the Sale/Servicing AgreementsEffective Time, as if the Assignee had been a party to each such agreementSpartan Warrant will be converted into an Allego Warrant. (b) It is intended that The Company acknowledges and agrees that, subject to the conveyance terms of the AssignorWarrant Agreement, the Spartan Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the Spartan Warrants (converted into Allego Warrants following the Effective Time) shall continue in full force and effect and that all of Spartan’s obligations thereunder shall be valid and enforceable as against the Company as of the Effective Time and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement. (c) Notwithstanding anything to the contrary herein or in the Warrant Agreement, if any Allego Warrant shall remain unexercised immediately before the conclusion of the Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Allego Warrant shall, automatically and without the necessity of any action on the part of any person, be cancelled and cease to exist. (d) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement and the Business Combination Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, title and interest in and to Mortgage Loans and obligation, claim or remedy created by the Warrant Agreement or any other property conveyed document or instrument delivered pursuant to or in connection with it. (e) The choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Assignment Warrant Assumption Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest continue to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) govern the rights and obligations of the parties shall be established pursuant to the Warrant Agreement and this Warrant Assumption Agreement in all respects. The Company hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Assignment Warrant Assumption Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns Notwithstanding anything herein to the Assignee all contrary, if an attempted sale, assignment, transfer or delivery of its rightany Purchased Asset would be ineffective without the Consent of any third party, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than or if such an act would violate the rights of any third party in the Assignor to indemnification thereunder)Purchased Assets or otherwise affect adversely the rights of Buyer in the Purchased Assets, and the Assignee hereby assumes all applicable Consent has not been obtained on or prior to the Closing Date, this Agreement shall not constitute an actual or attempted sale, assignment, transfer or delivery of such Purchased Asset (each, a “Restricted Asset”). Unless and until any such Consent is obtained, such Restricted Asset shall not constitute a Purchased Asset and any associated Liability shall not constitute an Assumed Liability for any purpose hereunder. Within sixty (60) days of the Assignor’s obligations under the Sale/Servicing AgreementsClosing Date, to the extent relating to the Mortgage LoansBuyer may designate in its sole discretion any Material Contract, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreementsnot included as a Seller Contract, as if the Assignee had been a party to each such agreementRestricted Asset hereunder. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of In any such property and not a grant of a security interest to secure a loan. Howevercase, if such conveyance is deemed the Closing has occurred, Seller shall use commercially reasonable efforts to be in respect of a loanobtain, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquiredas soon as practicable, such Mortgage Loans and Consent. Buyer shall cooperate reasonably with Seller in obtaining such Consents, provided, that Buyer shall not be required unless Buyer expressly agrees to pay any cash consideration therefor or give or allow to remain in effect any guaranty, letter of credit, performance bond or other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawfinancial assurance. (c) Until such Consent shall have been obtained, Buyer shall at its expense (unless Seller failed to disclose to Buyer the existence of such Restricted Asset prior to the Closing, in which case the following actions shall be at Seller’s sole expense) effect an alternate arrangement, in the form of a license, sublease, operating agreement or other arrangement, in any case reasonably satisfactory to Buyer, which results in Buyer receiving all the benefits and bearing all the ordinary course costs, Liabilities and other obligations with respect to each Restricted Asset. (d) The Assignor parties acknowledge and agree that the Post-Closing Contracts shall not be assigned to, or assumed by, Buyer on the Closing Date. On and after the Closing Date, upon written notice to Seller, Buyer shall have the right right, but not the obligation, to amendeither (i) require Seller to assign the Post-Closing Contracts to Buyer or (ii) use commercially reasonable efforts to assist Buyer in entering into new agreements with the counterparties to the Post-Closing Contracts. Seller agrees that each Post-Closing Contract shall be deemed an Excluded Asset and an Excluded Liability until Buyer expressly assumes such Post-Closing Contract in accordance with this Section 1.5, modify and Seller will not terminate or terminate breach (or cause a breach of) the related Sale/Servicing Agreement without Post-Closing Contracts for a period of sixty (60) days following the joinder Closing Date in furtherance of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loansprovisions set forth herein.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than Loans, with the rights exception of its right to indemnification from the Servicer under section 8.01 of the Sale and Servicing Agreement for liabilities the Assignor may incur relating to indemnification thereunder), and 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/Sale and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the 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 after 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. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Sale and Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor, the Assignee and the Servicer agree that the provisions of the 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 related Sale/Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns Upon and subject to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights occurrence of the Assignor to indemnification thereunder)Effective Time, the Company hereby assigns, and the Assignee New Topco hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreementsassumes, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall Company under the Warrant Agreement and the FPAC Warrants, including the obligation to issue New Topco Shares upon the exercise of the FPAC Warrants, and New Topco hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of the Company under the Warrant Agreement and the FPAC Warrants. As a result of the preceding sentence, upon and subject to the occurrence of the Effective Time, each FPAC Warrant will be established exchanged for a warrant to purchase New Topco Shares pursuant to the terms and conditions of this Assignment the Warrant Agreement; . (iib) the Assignor hereby grants New Topco acknowledges and agrees that, subject to the Assignee a first priority security interest terms of the Warrant Agreement, the FPAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the FPAC Warrants shall continue in full force and effect and that all of the AssignorCompany’s right, title obligations thereunder shall be valid and interest in, to enforceable as against New Topco upon consummation of the Merger and under, whether now owned shall not be impaired or hereafter acquired, such Mortgage Loans and other property; and (3) limited by the execution or effectiveness of this Assignment Agreement shall constitute a security agreement under applicable lawWarrant Assumption Agreement. (c) The Assignor This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall have be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, obligation, claim or remedy created by the right Warrant Agreement or any other document or instrument delivered pursuant to amendor in connection with it. (d) Notwithstanding the arbitration provision set forth in New Topco’s Articles of Association, modify or terminate the related Sale/Servicing choice of law and jurisdiction provisions set forth in the Warrant Agreement without and this Warrant Assumption Agreement shall continue to govern the joinder rights and obligations of the Assignee with respect to mortgage loans not conveyed Parties to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on Warrant Agreement and this Warrant Assumption Agreement in all respects. New Topco hereby waives any objection to the Assignee or jurisdiction provision governing the Mortgage Loansterms of the Warrant Agreement and this Warrant Assumption Agreement.

Assignment and Assumption. (a) The Assignor Upon the Merger Effective Time, dMY hereby assigns assigns, and NewCo hereby assumes, the rights and obligations of dMY under the Warrant Agreement and the dMY Warrants, including the obligation to issue NewCo Common Shares upon the exercise of the dMY Warrants, and NewCo hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of dMY under the Warrant Agreement and the dMY Warrants. As a result of the preceding sentence, upon and subject to the Assignee all occurrence of its rightthe Merger Effective Time, title and interest in and each dMY Warrant will be automatically converted into a NewCo Warrant to purchase NewCo Common Shares pursuant to the Mortgage Loans terms and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights conditions of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementWarrant Agreement. (b) It is intended that NewCo acknowledges and agrees that, subject to the conveyance terms of the AssignorWarrant Agreement, the dMY Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the dMY Warrants shall continue in full force and effect and that all of the dMY’s obligations thereunder shall be valid and enforceable as against NewCo upon the Merger Effective Time and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement. (c) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, title and interest in and to Mortgage Loans and obligation, claim or remedy created by the Warrant Agreement or any other property conveyed document or instrument delivered pursuant to or in connection with it. (d) Notwithstanding the arbitration provision set forth in the NewCo Governing Documents (as defined in the BCA), the choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Assignment Warrant Assumption Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest continue to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) govern the rights and obligations of the parties shall be established pursuant to the Warrant Agreement and this Warrant Assumption Agreement in all respects. NewCo hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Assignment Warrant Assumption Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns Seller will assign, and Buyer will assume and perform, all liabilities and obligations of Seller arising out of the conduct of the Business, but excluding the Excluded Liabilities (collectively, the "Assumed Liabilities"). Without limiting the generality of the foregoing, the Assumed Liabilities shall include the following liabilities and obligations of Seller: (A) Seller's obligations to subscribers of the Business for (i) refunds of subscriber deposits held by Seller as of the Closing Date in respect of which a Purchase Price adjustment is made in Buyer's favor under Section 3.3(b), (ii) refunds of subscriber advance payments held by Seller as of the Closing Date for services to be rendered by the System after the Closing Date, in respect of which a Purchase Price adjustment is made in Buyer's favor under Section 3.3(b) and (iii) the delivery of cable television service to customers of the System after the Closing Date in a manner consistent with past practice; (B) obligations and liabilities in respect of which a Purchase Price adjustment in Buyer's favor is made under Section 3.3 including, but not limited to, accrued but unpaid real and personal property taxes related to the Assignee all Assets which correspond to a period of its right, title and interest in and time prior to the Mortgage Loans Adjustment Time, expenses accrued under Governmental Permits and Seller Contracts which correspond to a period of time prior to the Adjustment Time and certain accrued vacation pay; (C) obligations accruing and relating to periods on or after the Adjustment Time under Governmental Permits and Seller Contracts; and (D) any taxes accrued from or after the Adjustment Time in connection with the ownership of the Assets and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights ownership of the Assignor to indemnification thereunder), Assets and the Assignee hereby assumes all operation of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementBusiness. (b) It is intended that the conveyance Buyer will not assume or have any responsibility for any liabilities or obligations of the Assignor’s rightSeller which arise out of, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constituteresult from, and shall be construed asor relate to, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; Excluded Assets or (ii) the Assignor hereby grants conduct of the Business prior to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and Adjustment Time (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed except to the Assignee hereunder; providedextent a Purchase Price adjustment in Buyer's favor was made under Section 3.3(b)) (collectively, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans"Excluded Liabilities").

Assignment and Assumption. (a) The Assignor hereby 2.1 Altimo assigns to and transfers by novation the Assignee Registration Rights Agreement and all of its rightrights, title interests and interest obligations in and to the Mortgage Loans Registration Rights Agreement to LetterOne with effect on and from the Sale/Servicing Agreementsdate of this Amendment. 2.2 LetterOne (i) accepts assignment and transfer by novation of the Registration Rights Agreement and all rights, interests and obligations in and to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Registration Rights from Altimo, and the Assignee hereby assumes (ii) agrees to assume and perform all of the AssignorAltimo’s obligations under the Sale/Servicing AgreementsRegistration Rights Agreement, on and from the date of this Amendment, as if it were an original party to the extent relating Registration Rights Agreement in Altimo’s place. 2.3 Altimo Cooperatief assigns and transfers by novation the Registration Rights Agreement and all its rights, interests and obligations in and to the Mortgage LoansRegistration Rights Agreement to L1T with effect on and from the date of this Amendment. 2.4 L1T (i) accepts assignment and transfer by novation of the Registration Rights Agreement and all rights, interests and obligations in and to the Registration Rights from Altimo Cooperatief, and (ii) agrees to assume and perform all Altimo Cooperatief’s obligations under the Registration Rights Agreement, on and from the date of this Amendment, as if it were an original party to the Registration Rights Agreement in Altimo Cooperatief’s place. 2.5 The other Parties hereby provide their consent to the assignment and transfer by novation as set out in sections 2.1 through 2.4 of this Amendment and further agree and confirm that, with effect on and from the date of this Amendment, (i) LetterOne shall have the rights, interest and obligations ascribed to it under the Registration Rights Agreement as if it were an original party to the Registration Rights Agreement in Altimo’s place, and (ii) L1T shall have the rights, interest and obligations ascribed to it under the Registration Rights Agreement as if it were an original party to the Registration Rights Agreement in Altimo Cooperatief’s place. 2.6 Each party to the Registration Rights Agreement releases and discharges Altimo and Altimo Cooperatief from all claims and demands under or in connection with the Registration Rights Agreement, whether known or unknown or arising before, on, or after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawAmendment. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, and all of its rights under Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Agreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the GSMC Assignment Agreements arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing AgreementsAgreement from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Underlying Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawAgreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor Upon the Merger Effective Time, SEAC hereby assigns assigns, and NewCo hereby assumes, the rights and obligations of SEAC under the Warrant Agreement and the SEAC Warrants, including the obligation to issue NewCo Common Shares upon the exercise of the SEAC Warrants, and NewCo hereby agrees to faithfully perform, satisfy and discharge when due, the liabilities and obligations of SEAC under the Warrant Agreement and the SEAC Warrants. As a result of the preceding sentence, upon and subject to the Assignee all occurrence of its rightthe Merger Effective Time, title and interest in and each SEAC Warrant will be automatically converted into a NewCo Warrant to purchase NewCo Common Shares pursuant to the Mortgage Loans terms and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights conditions of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementWarrant Agreement. (b) It is intended that NewCo acknowledges and agrees that, subject to the conveyance terms of the AssignorWarrant Agreement, the SEAC Warrants and this Warrant Assumption Agreement, the Warrant Agreement and the SEAC Warrants shall continue in full force and effect and that all of the SEAC’s obligations thereunder shall be valid and enforceable as against NewCo upon the Merger Effective Time and shall not be impaired or limited by the execution or effectiveness of this Warrant Assumption Agreement. (c) This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the Warrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any right, title and interest in and to Mortgage Loans and obligation, claim or remedy created by the Warrant Agreement or any other property conveyed document or instrument delivered pursuant to or in connection with it. (d) Notwithstanding the arbitration provision set forth in the NewCo Governing Documents (as defined in the BCA), the choice of law and jurisdiction provisions set forth in the Warrant Agreement and this Assignment Warrant Assumption Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest continue to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) govern the rights and obligations of the parties shall be established pursuant to the Warrant Agreement and this Warrant Assumption Agreement in all respects. NewCo hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Assignment Warrant Assumption Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Sale and the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Loans, and the Assignee hereby assumes all of the Assignor’s rights, title and obligations under the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Sale and Servicing Agreement arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement or the GSMC Assignment Agreement from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would operate to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Sale and Servicing Agreement and the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawPPTL. (c) The Seller and the Assignor shall have the right to amend, modify or terminate the related Sale/Sale and Servicing Agreement or the PPTL without the joinder of the Assignee with respect to mortgage loans serviced under the Sale and Servicing Agreement but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the PPTL, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the PPTL (to the extent required by the terms of each PPTL). (e) Notwithstanding any provision of the PPTL to the contrary, in the event any Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the PPTL, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as PHH is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as PHH is not the servicer) or the Assignee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the PPTL. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any PPTL is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Assignee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the PPTL including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns Effective as of the Closing, and on the terms and subject to the Assignee conditions set forth in the Purchase Agreement, each Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and Buyer hereby purchases, acquires and accepts from each Seller, all of its such Seller’s right, title and interest in and to the Mortgage Loans Purchased Assets, free and clear of all Liens, in accordance with the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementPurchase Agreement. (b) It is intended that the conveyance Effective as of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constituteClosing, and shall be construed ason the terms and subject to the conditions set forth in the Purchase Agreement, a sale Buyer hereby assumes from each Seller all of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights each Seller’s duties and obligations of under the parties shall be established pursuant to Acquired Contracts and the terms of this Assignment other Assumed Liabilities in accordance with the Purchase Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor Notwithstanding anything to the contrary herein, (i) none of Purchased Assets or Assumed Liabilities that are specifically sold, assigned, transferred, conveyed or delivered pursuant to the Domain Name Transfer Agreement shall have be sold, assigned, transferred, conveyed or delivered pursuant to this Agreement and (ii) each Seller does not hereby sell, assign, transfer, convey or deliver to Buyer, and Buyer does not hereby purchase, acquire, accept, assume or become liable for any of such Seller’s right, title, interest or obligation or liability in or to the right to amend, modify Excluded Assets or terminate the related Sale/Servicing Agreement without the joinder Excluded Liabilities. (d) Without limitation of any other obligation 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 Parties set forth in this Agreement or the Mortgage LoansPurchase Agreement, the Parties hereby covenant that, from time to time after the delivery of this Agreement, at the other Party’s written request and without further consideration, such Party will execute, acknowledge and deliver, or will cause to be executed, acknowledged and delivered, all further conveyances, transfers, assignments, powers of attorney and assurances as reasonably may be required to more effectively convey, transfer to and vest in Buyer any of the Purchased Assets and assign, transfer and delegate to Buyer the Assumed Liabilities as contemplated under the Purchase Agreement.

Assignment and Assumption. Effective as of immediately following the Effective Time, (ai) The Assignor Pledgee hereby assigns assigns, sells, transfers and sets over to the Assignee Pledgor all of its right, title and interest in and to those assets set forth on Schedule 1 annexed hereto except for those Fees (as such term is defined in the Mortgage Loans Employment Agreements) relating to such assets due to Xxxxxx and Liman pursuant to Section 10 of the Sale/Servicing AgreementsEmployment Agreements (collectively, "Participations"), free and clear of any and all liens or encumbrances in respect thereof; and (ii) Pledgee hereby assigns, sells, transfers and sets over (collectively, the "Assignment of Obligations") to Pledgor, Pledgee's obligations and liabilities set forth on Schedule 2 annexed hereto, which the parties expressly agree shall not include any obligations or liabilities relating to or arising out of the Participations (collectively, the "Obligations"), provided that, in no event shall Pledgor be liable for any Obligation in respect of (i) Xxxxxx unless and until Xxxxxx terminates his Employment Agreement for Good Reason (as such term is defined in his Employment Agreement) pursuant to Section 7 thereof and (ii) Liman unless and until Liman terminates his Employment Agreement for Good Reason (as such term is defined in his Employment Agreement) pursuant to Section 7 thereof. Subject to the extent relating above proviso, Pledgor hereby accepts the Assignment of Obligations and assumes and agrees to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), pay and the Assignee hereby assumes discharge all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, Obligations when due from and after the date hereofClosing. The Assignee hereby accepts such assignmentIn the event that Pledgor fails to pay any Obligation when it becomes due, and Pledgee shall be entitled to exercise all pay such rights amount on behalf of Pledgor, then Pledgor shall pay the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale amount of such property and not Obligation to Pledgee with such amount carrying interest at a grant rate of a security interest to secure a loan. However, if 10.0% per annum from the due date for such conveyance is deemed to be Obligation until satisfied in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms accordance with Section 10 of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Conduit Mortgage Loans Loans, the GSMC Assignment Agreement and the Sale/Servicing Agreements, to the extent relating to the Conduit Mortgage Loans (other than the servicing rights and the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s rights and obligations under the Sale/Servicing Agreements, subject to the rights and obligations of the Master Servicer set forth in Section 2(d) of the GSMC AAR, to the extent relating to the Conduit Mortgage Loans, from and after October 1, 2007; provided, however, it is understood and agreed upon by the date hereof. The parties hereto, that the Assignee hereby accepts such assignment, and shall not be entitled to exercise all such rights liable for (i) any breach of any obligation or representation of the Assignor under pursuant to the Sale/GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Servicing AgreementsAgreement arising prior to October 1, as if 2007. The Assignor shall remain liable for all such liability arising prior to October 1, 2007 and for its own actions and omissions apart from those assumed by the Assignee had been a party to each such agreementAssignee. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action that would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Conduit Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawrelated MLPA. (c) The Assignor and the Subservicer shall have the right to amend, modify or terminate the related Sale/Servicing Agreement Agreements 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 Assignee. Notwithstanding anything to the contrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of servicing fees. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the PPTL Agreements, if applicable, but only to the extent such provision relates to the Conduit Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the PPTL Agreements (to the extent required by the terms of each PPTL Agreement). (e) Notwithstanding any provision of the PPTL Agreements to the contrary, in the event any Conduit Mortgage Loan is repurchased pursuant to any early payment default or first payment default provisions of the PPTL Agreements, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Conduit Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer, and (d) any reasonable costs and expenses incurred by any servicer or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the repurchase obligation under the applicable PPTL Agreement. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any PPTL Agreement is not being sold or assigned hereunder and is being retained by GSMC. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Conduit Mortgage Loans, under any early payment default or first payment default provisions of the PPTL Agreements including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all obligations of thereunder insofar as they relate to the Conduit Mortgage Loans unless otherwise stated in the Trust Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3iii) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns At the Closing, the Seller will assign to the Assignee all of its right, title and interest in and to Buyer the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Liabilities, and the Assignee hereby Buyer will assume and agree to perform and discharge the Liabilities, pursuant to an assignment and assumption agreement with the Seller in a form reasonably acceptable to the Seller's counsel (the "ASSUMPTION AGREEMENT"). At the option of the Buyer, the Buyer may assume the Seller's liabilities with regard to accrued vacation and sick leave, as of the Closing, for all employees of the Business. If the Buyer assumes such liabilities, the Buyer will receive, at closing, a credit against the Purchase Price in the aggregate amount of such liabilities. Notwithstanding anything herein to the contrary, except as expressly provided in this Section 2.4 and in the Assumption Agreement, the Buyer does not and will not assume or become liable, or otherwise be responsible, for any obligations or liabilities of the Seller, of any kind whatsoever, fixed or contingent, known or unknown, and whether or not any of such liabilities or obligations are the subject matter of any of the representations and warranties of the Seller in this Agreement (collectively, the "RETAINED LIABILITIES"), as a result of the transactions contemplated in this Agreement. The Seller shall retain and agrees to satisfy and discharge, and otherwise be responsible for, all of the Assignor’s obligations under Retained Liabilities, including without limitation the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights Retained Liabilities set forth on Part II of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementSchedule 2.4. (b) It is intended that Notwithstanding the conveyance provisions of Section 2.4(a) above, at the Closing, the Buyer may, if reasonably necessary, elect to assume the Seller's floor plan indebtedness outstanding as of the Assignor’s rightClosing and/or other indebtedness outstanding as of the Closing, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitutewhich case the Initial Purchase Price payable in cash at the Closing will be reduced by the unpaid principal of, and shall be construed asaccrued interest on, a sale such indebtedness outstanding as of the Closing, as set forth in estoppel and/or payoff letters from the respective lenders, or as otherwise mutually agreed by the Buyer and the Seller. In the event of such property and not a grant assumption, such indebtedness shall become part of a security interest to secure a loan. Howeverthe "Liabilities" for all purposes of this Agreement (including, if such conveyance is deemed to be in respect of a loanwithout limitation, it is intended that: (i) the rights and indemnification obligations of the parties Buyer under Section 10.6 below); provided, however that the Seller and the Stockholders shall be established pursuant to indemnify the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all Buyer for any breaches or defaults of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee Seller with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loansfloor plan arrangements and agreements.

Assignment and Assumption. (a) SECTION 1.01 The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans Receivables and the Sale/Purchase and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans Receivables (other than the rights of the Assignor to indemnification and contribution under Sections 10.02 and 10.04 thereunder), and all other Conveyed Assets with respect thereto, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Purchase and Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans, Receivables from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled HNB hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Purchase and Servicing AgreementsAgreement from and after the date hereof, as if to the Assignee had been a party extent relating to each such agreement. (b) It is intended that the conveyance of Receivables. Notwithstanding the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loanforegoing, it is intended that: (i) understood that the rights and obligations Assignor is not released from liability for any breaches of the parties shall be established pursuant to representations and warranties made in Section 3.03 of the terms of this Assignment Purchase and Servicing Agreement; (ii) , and the Assignee is not undertaking any such liability hereunder. SECTION 1.02 The Assignor hereby grants represents and warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Receivables since the date of the Assignor’s right, title Purchase and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawServicing Agreement. (c) The SECTION 1.03 HNB and the Assignor shall have the right to amend, modify or terminate the related Sale/Purchase and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans retail automobile and light-duty truck loan and installment sale contracts not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The To Assignee#1. Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and Agreement as pertains to Lot 3A as shown on the Sale/Servicing AgreementsPlat (herein, the “Lot 3A Interest”) to Assignee#1. Assignee#1 accepts the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)foregoing assignment, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, and duties with respect to the extent relating Lot 3A Interest. Assignor will indemnify, defend, and hold Assignee#1 harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorneys’ fees) which first arose or accrued with respect to the Mortgage LoansLot 3A Interest prior to the Effective Date. Assignee#1 will indemnify, defend, and hold Assignor harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorneys’ fees) which first arose or accrued with respect to the Lot 3A Interest on or after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementEffective Date. (b) It is intended that the conveyance of the Assignor’s To Assignee#2. Assignor hereby assigns its right, title and interest in and to Mortgage Loans and other property conveyed pursuant the Agreement as pertains to this Assignment Agreement shall constituteLots 1A, 2A, 4A, and shall be construed as5A as shown on the Plat (herein, a sale the “Remaining Property Interest”) to Assignee#2. Assignee#2 accepts the foregoing assignment, and assumes all of such property Assignor’s obligations and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in duties with respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; Remaining Property Interest. Assignor will indemnify, defend, and hold Assignee#2 harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses (iiincluding, but not limited to, reasonable attorneys’ fees) the Assignor hereby grants which first arose or accrued with respect to the Assignee a Remaining Property Interest prior to the Effective Date. Assignee#2 will indemnify, defend, and hold Assignor harmless from any and all claims, damages, losses, suits, proceedings, costs and expenses (including, but not limited to, reasonable attorneys’ fees) which first priority security interest in all of arose or accrued with respect to the Assignor’s right, title and interest in, to and under, whether now owned Remaining Property Interest on or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawafter the Effective Date. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder Section 3 of the Assignee with respect Agreement obligates the Company to mortgage loans not conveyed maintain a permanent and accurate set of books and records of costs related to the Assignee hereunder; providedMedical Facilities. Assignor will deliver a complete copy of all such books and records as they relate to the Lot 3 Interest and the Remaining Property Interest to Assignee#1 and Assignee#2, howeverrespectively, that such amendment, modification or termination shall not affect or be binding on concurrent with the Assignee or the Mortgage Loansexecution of this Assignment.

Assignment and Assumption. (a) The Upon the terms and subject to the conditions appearing herein, the Assignor hereby transfers, assigns and delegates to the Assignee all of its rightAssignor's rights, title title, interest, remedies, duties and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent obligations relating to the Mortgage Loans (other than the rights purchase of the Assignor Assigned Shares under the Stock Purchase Agreement (collectively, the "Assigned Rights"). (b) Upon the terms and subject to indemnification thereunder)the conditions appearing herein, on the basis of the representations, warranties and covenants of Seller in the Stock Purchase Agreement, Assignee hereby accepts the foregoing assignment and delegation and, in addition, expressly assumes and agrees to keep, perform and fulfill all of the Assignor’s terms, covenants, conditions, duties and obligations under the Sale/Servicing Agreements, insofar as they relate to the extent relating Assignee's purchase of the Assigned Shares of the Series B Preferred Stock which are required to be kept, performed and fulfilled by the Assignor pursuant to the Mortgage Loans, Stock Purchase Agreement from and after the date hereofof this Assignment. The Assignor represents and warrants that it has delivered to Assignee hereby accepts such assignment, a true and shall be entitled to exercise all such rights complete copy of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Stock Purchase Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor, Assignee and Seller hereby agree as follows: (1) All obligations of Assignor and Assignee under the Stock Purchase Agreement shall be several, and Assignee and Assignor shall not be jointly obligated in any respect. (2) All covenants, duties, obligations and liabilities of Assignee arising under the Stock Purchase Agreement as a result of this Agreement shall be limited to the covenants, duties, obligations and liabilities that relate to the Assigned Shares. Without limiting the generality of the immediately preceding sentence, neither Assignee nor Assignor shall have any responsibility for any breach or default, or failure in performance, of the right other under the Stock Purchase Agreement. (3) Except as hereinafter provided, wherever in the Stock Purchase Agreement there is any reference to amend"Purchaser", modify as defined in the Stock Purchase Agreement, that reference shall mean and refer to each of "Purchaser" and "The Common Fund for NonProfit Organizations." Without limiting the generality of the foregoing, (i) all obligations of Seller to Purchaser, including, without limitation, those arising under the representations, warranties and covenants of Seller in, or terminate as provided for under, the related Sale/Servicing Stock Purchase Agreement, shall be to each of Assignor and Assignee, (ii) all approvals, agreements, consents and waivers of Purchaser under the Stock Purchase Agreement must be given by each of Assignor and Assignee, (iii) all disclosures that Seller is required to make to Purchaser under the Stock Purchase Agreement or applicable law and all information that Seller must provide to Purchaser must be made and provided to Assignor and Assignee, and (iv) the Stock Purchase Agreement may not be amended or modified without the joinder written consent of each of Assignor and Assignee. (4) Assignee shall not make any representations or warranties of Assignor under Article VI of the Stock Purchase Agreement. RCBA represents and warrants to Seller that it has all requisite power and authority to execute, deliver, and perform this Agreement on behalf of Assignee. (5) Seller shall take reasonable measures to establish procedures to deal with, and minimize the effects of, conflicts of interest of directors and officers of Seller and shall from time to time provide Assignee with such information with respect to mortgage loans not conveyed such procedures and their application to specific circumstances as Assignee may reasonably request. (6) All notices to Assignee under the Stock Purchase Agreement shall be given in the manner provided in Section 14.1 thereof and to Assignee as follows: If to Assignee: The Common Fund for Non-Profit Organizations c/o Richard C. Blum & Associates, L.P. 909 Montgomery Street Xxxxx 400 San Francisco, California 94133 Facsimile: 415-434-3130 (7) Xxxxxxxx'x obligation to purchase the Assigned Shares shall be conditioned upon Assignor's representations and warranties in Section 3(d) hereof being true and correct as of the Closing Date. (8) The Stock Purchase Agreement is hereby amended to incorporate the foregoing provisions of this Section 1(c) to the Assignee hereunder; provided, however, that extent necessary to give effect to such amendment, modification or termination shall not affect or be binding on provisions and to avoid any inconsistency between such provisions and the Assignee or the Mortgage LoansStock Purchase Agreement.

Assignment and Assumption. (a) The Assignor On and as of the date hereof, JPMorgan Acquisition hereby sells, assigns and transfers to the Assignee Depositor all of its right, title and interest in and to the Seller Mortgage Loans and all the Sale/Servicing Agreementsrights and obligations related thereto, including all the rights and obligations of the “Purchaser” as provided under the Agreement, to the extent relating to the Seller Mortgage Loans Loans. The Depositor hereby accepts such assignment from JPMorgan Acquisition and assumes such obligations. For the avoidance of doubt, JPMorgan Acquisition retains (other than i) the rights of the Assignor “Purchaser” under the Agreement in connection with a breach occurring prior to indemnification thereunderthe date hereof of a representation or warranty set forth in Subsection 7.01 or 7.02 of the Agreement and all remedies related thereto under the Agreement and (ii) the rights of the “Purchaser” under the Agreement in connection with any breach occurring prior to the date hereof of any representation, warranty or covenant made by the Seller under the Agreement with respect to the Seller Mortgage Loans, including without limitation, the covenant set forth in Subsection 7.04; provided that, in the case of each of (i) and (ii), such rights and remedies shall be determined without giving effect to any amendments of the Assignee Agreement pursuant to this Assignment. (b) On and as of the date hereof, the Depositor hereby assumes sells, assigns and transfers to the Trust all of its right, title and interest in the Assignor’s Seller Mortgage Loans and all the rights and obligations related thereto, including all the rights and obligations of the “Purchaser” as provided under the Sale/Servicing AgreementsAgreement, to the extent relating to the Seller Mortgage Loans, from and after the date hereof. The Assignee Trust hereby accepts such assignment, assignment from the Depositor and shall be entitled to exercise all assumes such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawobligations. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder On and as of the Assignee with respect to mortgage loans not conveyed date hereof, JPMorgan Acquisition represents and warrants to the Assignee hereunder; provided, however, Depositor and the Trust that such amendment, modification JPMorgan Acquisition has not taken any action that would impair or termination shall not affect or be binding on encumber the Assignee or respective ownership interests of the Depositor and the Trust in the Seller Mortgage Loans since the date of JPMorgan Acquisition’s acquisition of the Seller Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentJanuary 27, 2006, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after January 27, as if 2006, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after January 27, 2006, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after October 30, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after October 30, 2006, to the extent relating to the Mortgage Loans; provided, from however, it is understood and after agreed upon by the date hereof. The parties hereto, that the Assignee hereby accepts such assignment, and shall not be entitled to exercise all such rights liable for (i) any breach of any obligation or representation of the Assignor under pursuant to the Sale/GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Servicing AgreementsAgreement arising prior to October 30, as if 2006. The Assignor shall remain liable for all such liability arising prior to October 30, 2006 and for its own actions and omissions apart from those assumed by the Assignee had been a party to each such agreementAssignee. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would operate to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Servicing Agreement and the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement or the Commitment Letter without the joinder of the Assignee with respect to mortgage loans serviced under such Servicing Agreement but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letter, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letter (to the extent required by the terms of each Commitment Letter). (e) The trust (including the Trustee and the Master Servicer acting on the trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. (a) The 2.1 Assignor for $10 and for other good and valuable consideration, receipt of which is hereby assigns to the Assignee acknowledged, does hereby assign, transfer, sell and convey unto Assignee, without recourse or, except as provided below in this Section 2.1, representation or warranty, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) accruing on or after the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest Effective Time hereof in, to and underunder the Lease, whether now owned or hereafter acquiredfree and clear of Liens other than Permitted Liens, such Mortgage Loans to have and other property; hold the said Lease unto Assignee, its successors and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right assigns, to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderand for its and their use forever; provided, however, that Assignor retains and does not assign to Assignee any rights or benefits accrued or arising pursuant to the Lease in respect of the period prior to the Effective Time hereof, including, without limitation, Rent paid in advance prior to the date hereof and which is allocable to the period prior to the Effective Time, and Assignor retains and does not assign to Assignee hereby Assignor’s (or if applicable, a Prior Party’s) rights under Sections 5.6, 5.7, 5.9, 5.10, 5.12, 9 (as an additional insured in their capacity as an Indemnitee for liability purposes only), 10 or 14.3 of the CTA or under Part IV of Schedule B to the Engine Lease Agreement as if Assignor and such amendmentPrior Parties continued to be named as a Tax Indemnitee or Indemnitee or Special Tax Indemnitee, modification as the case may be, thereunder in the capacity as “Lessor” (and/or Owner, Financing Parties’ Representative and Financing Party, as the case may be) for the period prior to the Effective Time and in the capacity as a Prior Party for the period after the Effective Time (collectively, the “Retained Rights”). In furtherance of the foregoing, (i) Assignor shall pay to Assignee on the date of the Effective Time an amount equal to all Rent paid in advance and allocable to the period on or termination after the date of the Effective Time in accordance with the terms and conditions of the Purchase Agreement and (ii) from the Effective Time, Assignee shall be entitled to all rights, remedies and benefits of Lessor provided for under the Lease, including, without limitation, the right to make all inspections and determinations and give all requests thereunder, the right to receive all payments and other performance by Lessee thereunder and the right to exercise all rights and remedies of Lessor with respect to Lessee or the Engine thereunder other than in respect of Retained Rights. 2.2 Assignee hereby assumes all of the duties, liabilities, and obligations of Lessor under the Lease arising or accruing on or after the Effective Time, and agrees that it shall be bound by all the terms of, and shall undertake all of the obligations of Lessor contained in, the Lease, arising on or after the Effective Time hereof; provided, however, that Assignee does not affect assume, and Assignor shall be and shall remain obligated to Lessee for, all duties, liabilities and obligations of Lessor under the Lease arising or accruing prior to the Effective Time or related to any of the Retained Rights (the “Retained Obligations”). For avoidance of doubt, Assignee hereby confirms that, from the Effective Time, it is assuming all the obligations of Lessor under the Lease (other than the Retained Obligations) including the obligations, if any, of Lessor under Sections 5.11, 7.1 and 7.2 of the CTA. Assignee hereby agrees that any consent, approval, election, waiver or other similar action made or taken by, or binding upon, Assignor or a Prior Party with respect to the Engine or otherwise pursuant to the Lease, which in each such case is evidenced by a writing, shall be binding on Assignee. 2.3 Assignee and Assignor hereby covenant and agree to execute and to deliver to each other and to Lessee from time to time such other documents, instruments and agreements as any of them reasonably may request in order to further evidence the assignment, assumption and substitution effected hereby or otherwise to carry out the purposes and intent of this Agreement. Assignee agrees that, in all matters relating to any Retained Rights, Assignee shall not amend the Lease or otherwise act in derogation of any Retained Rights. 2.4 In furtherance of the Mortgage Loansforegoing, Assignor hereby agrees to [pay to Assignee an amount equal to the Deposit] [transfer to Assignee the Letter of Credit] [and pay an amount equal to Lessor’s maximum potential Maintenance Contribution liability under Section 7.2 of the CTA as of the Effective Time]. [Assignor and Assignee shall execute and deliver a receipt for such payments, which receipt shall be acknowledged by Lessee pursuant to which acknowledgment Lessee shall agree that, upon Assignee’s receipt of such payments, Assignor shall not have any further obligations under the Lease relating to the Deposit, Supplemental Rent or Maintenance Contributions or amounts payable in respect thereof and Assignee’s obligations in respect thereof as of the date hereof shall be limited to the amounts set forth in such receipt.]

Assignment and Assumption. (a) The Assignor hereby assigns Notwithstanding anything herein to the Assignee all contrary, if an attempted sale, conveyance, assignment, transfer or delivery of its rightany Purchased Asset would be ineffective without the Consent of any third party, title and or if such an act would violate the interest or rights of any third party in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than any Purchased Asset or otherwise affect adversely the rights of Purchaser in any Purchased Asset, or if such transfer or attempted transfer would constitute a breach or a violation of the Assignor to indemnification thereunder)Assumed Contract or any Law in any material respect, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, applicable Consent (each a “Specified Consent”) has not been obtained on or prior to the extent relating Closing Date, this Agreement shall not constitute an actual or attempted sale, transfer, conveyance, assignment or delivery of such Purchased Asset (each a “Restricted Asset”). Unless and until In the event that any such Specified Consent is not obtained (including whether or not on or prior to the Mortgage LoansClosing has occurred)Date, from such Restricted Asset shall not initially constitute a Purchased Asset and after the date hereof. The Assignee hereby accepts such assignment, and Seller shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended thatuse its commercially reasonable efforts to: (i) provide to Purchaser the rights and obligations benefits of the parties shall be established pursuant to the terms of this Assignment Agreementapplicable Restricted Asset; (ii) the Assignor hereby grants cooperate in any reasonable and lawful arrangement designed to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, provide such benefits to and under, whether now owned or hereafter acquired, such Mortgage Loans and other propertyPurchaser; and (3iii) this Assignment Agreement enforce at the request and expense of Purchaser and for the account of Purchaser, and instead will constitute an Excluded Asset any rights of Seller or its Affiliates arising from any such Restricted Asset. Once a Specified Consent is obtained, the applicable Restricted Asset shall constitute a security agreement under applicable law. (c) The Assignor shall be deemed to have the right been automatically assigned and/or transferred to amend, modify or terminate the related Sale/Servicing Agreement without the joinder Purchaser as part of the Assignee Purchased Assets on the terms set forth in this Agreement with respect to mortgage loans not conveyed the other Purchased Assets transferred and assumed at the Closing, and without limiting the generality of the foregoing, the obligations and liabilities of Seller under such Restricted Asset relating to all periods after the Closing other than relating to the Assignee hereunder; providedfailure to obtain the Specified Consent shall be deemed to be Assumed Liabilities, howeverand the rights of Seller (and its Affiliates, that if applicable) under such amendmentRestricted Assets shall be deemed to be Purchased Assets. Until such Specified Consent shall have been obtained, modification or termination the Parties shall not affect or be binding on also comply with the Assignee or the Mortgage Loansprovisions of Section 10.3.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentFebruary 24, 2006, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after February 24, as if 2006, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after February 24, 2006, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentApril 28, 2006, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after April 28, as if 2006, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentMay 30, 2007, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after May 30, as if 2007, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after May 30, 2007, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the Purchase Agreement and the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Purchase Agreement and the Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer and Seller hereby acknowledge such assignment and assumption and hereby agree to the release of the Assignor from any obligations under the Servicing Agreement and the Purchase Agreement, respectively, from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Purchase Agreement, the terms of this Assignment Servicing Agreement; (ii) , or the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawConfirmation Letters. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement and the Seller and the Assignor shall have the right to amend, modify or terminate the Purchase Agreement or the Commitment Letters, in each case, without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letters, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letters (to the extent required by the terms of each Commitment Letter.) (e) Notwithstanding any provision of the Commitment Letters to the contrary, in the event any Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the Commitment Letters, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Washington Mutual is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Washington Mutual is not the servicer) or the Trustee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the Commitment Letters. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Commitment Letter is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letters including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns and sells to the Assignee Assignee, all of its rightthe Assigned Interests. Assignee hereby accepts such assignment from Assignor. This assignment shall be effective as of the date hereof. As of the date hereof, title (1) Assignee shall succeed to and interest in acquire all of the Assigned Interests, (2) Assignee shall assume and be obligated to fulfill, perform and discharge all of the Mortgage Loans obligations and liabilities of Assignor under the Sale/Servicing Agreements, Assigned Interests to the extent relating to arising on or after the Mortgage Loans date hereof and (other than the 3) Assignor shall relinquish its rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s shall be released from its obligations under the Sale/Servicing Agreements, Assigned Interests to the extent relating to the Mortgage Loans, from and arising on or after the date hereof. The Concurrently with the Assignor's execution and delivery of this Agreement, (1) SLG Mortgage shall execute and deliver to Assignee hereby accepts such assignmentan Allonge to the XX Xxxxx Senior Note in the form of Exhibit A attached hereto, which shall be affixed to the original XX Xxxxx Senior Note, and (2) SLG Mezz shall execute and deliver to Assignee an Allonge to the XX Xxxxx Junior Mezzanine Note in the form of Exhibit A-1 attached hereto, which shall be entitled affixed to exercise all the original XX Xxxxx Junior Mezzanine Note. Notwithstanding the foregoing, if for any reason, Assignor is unable to deliver the original XX Xxxxx Senior Note and/or the original XX Xxxxx Junior Mezzanine Note to Assignee concurrently with its execution of this Agreement as aforesaid because such rights Assignor is unable to locate either or both of the original XX Xxxxx Senior Note and the original XX Xxxxx Junior Mezzanine Note (such missing note being referred to as a “Lost Note”), then the applicable Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party shall deliver to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest lost note affidavit in all the form of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee Exhibit D attached hereto with respect to mortgage loans not conveyed the Lost Note(s), as applicable, concurrently with its execution of this Agreement. If a Lost Note is located by Assignor after the date hereof, the applicable Assignor shall promptly notify Assignee in writing and deliver the original Lost Note to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loansas Assignee shall otherwise direct.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing AgreementsGSMC Assignment Agreement (including without limitation the rights of GSMC under the Purchase Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsPurchase Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Company hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Purchase Agreement from and after the date hereof, to the extent relating to the Mortgage Loans, from . (a) The Assignor represents and after warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementPurchase Agreement. (b) It is intended that Novelle and the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Purchase Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a1) The With effect on and after the Effective Date (as defined in Section 5 hereof), the Assignor hereby sells and assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Assignee, and the Assignee hereby purchases and assumes from the Assignor, the Assigned Amount, which shall be equal to _______ percent (__%) (the "Assignee's Percentage Share") of all of the Assignor’s 's rights and obligations under the SaleCredit Agreement and the other Loan Documents, including, without limitation, the Assignee's Percentage Share of the Assignor's Commitment and L/Servicing AgreementsC Commitment and any outstanding Loans and participations in outstanding Letters of Credit. The assignment set forth in this Section 1(a) shall be without recourse to, or representation or warranty (except as expressly provided in this Agreement) by, the Assignor. (2) With effect on and after the Effective Date, the Assignee shall be a party to the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement with a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Bank. It is the intent of the parties hereto that the Commitment of the Assignor shall, as of the Effective Date, be reduced by an amount equal to the Assigned Amount and the Assignor shall relinquish its rights and be released from its obligations under the Credit Agreement to the extent relating such obligations have been assumed by the Assignee, including with respect to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Saleits L/Servicing Agreements, as if the Assignee had been a party to each such agreementC Commitment. (b3) It is intended that After giving effect to the conveyance of assignment and assumption, on the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: Effective Date (i) the rights and obligations of the parties shall Assignee's Commitment will be established pursuant to the terms of this Assignment Agreement; ____________________________________ United States dollars (U.S.$_________________), (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; Assignee's L/C Commitment will be ________________________ United States dollars (U.S.$ ____________) and (3iii) this Assignment Agreement shall constitute a security agreement under applicable lawthe Assignee's Commitment Percentage will be __%. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Assigned Mortgage Loans and the Sale/Sale and Servicing AgreementsAgreement, in each case, to the extent relating to the Assigned Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Assigned Mortgage Loans, Loans from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Sale and Servicing AgreementsAgreement from and after the date hereof, as if to the extent relating to the Assigned Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and warranties by the Assignor made in the Sale and Servicing Agreement, and the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action that would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Assigned Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale since the date of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations each of the parties shall be established pursuant to Sale and Servicing Agreement and the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Sale and Servicing Agreement and the Commitment Letter without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Assigned Mortgage Loans. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letter, but only to the extent such provision relates to the Assigned Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letter (to the extent required by the terms of each Commitment Letter). (e) Notwithstanding any provision of the Commitment Letter to the contrary, in the event any Assigned Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the Commitment Letter, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Assigned Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Bank of America is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Bank of America is not such servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the Commitment Letter. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Commitment Letter is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Assigned Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Assigned Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest interest, as Purchaser, in and to the Mortgage Loans and the Sale/Servicing AgreementsSale Agreement and Section N of the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and as Owner under the Servicing Agreement, but only to the extent of the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Sale/Sale Agreement, Section N of the Trade Confirmation and the Servicing AgreementsAgreement, but only to the extent relating to the Mortgage Loans, from and after May 26, 2006, and the Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement, Section N of the Trade Confirmation and the Servicing Agreement from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under extent relating to the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementMortgage Loans. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations respective dates of the parties shall be established pursuant to Sale Agreement and the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawTrade Confirmation. (c) The Seller and the Assignor shall have the right to amend, modify or terminate the related Sale/Sale Agreement, the Trade Confirmation and the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns On the Second Amendment ------------------------- Effective Date (as defined below), and without the necessity of any further action, (i) Old Pameco shall have assigned to the Assignee New Pameco all of its rightOld Pameco's rights, title titles and interest interests in and to the Mortgage Loans Securitization Agreements and the Sale/Servicing Agreementsother Related Documents and New Pameco hereby agrees to accept such assignment, and (ii) Old Pameco shall have assigned to New Pameco all of Old Pameco's covenants, representations, warranties, duties, obligations, indebtedness and liabilities under the Securitization Agreements and the other Related Documents (whether arising or accruing before, on or after the consummation of the New Pameco Merger) and New Pameco shall have assumed such covenants, representations, warranties, duties, obligations, indebtedness and liabilities and agrees to perform and observe them to the same extent relating as if it were an original signatory to the Mortgage Loans Securitization Agreements and the other Related Documents. (other than b) New Pameco agrees that all rights, titles and interests acquired by New Pameco in the rights Transferred Receivables of Old Pameco as a result of the Assignor consummation of the New Pameco Merger shall continue to indemnification thereunder)be subject to the rights, titles and interests of Redwood under the Purchase Agreement and the Assignee hereby assumes all other Related Documents. For avoidance of the Assignor’s obligations under the Sale/Servicing Agreementsdoubt, to the extent relating to the Mortgage LoansNew Pameco agrees that, from and after the date hereof. The Assignee hereby accepts such assignmentconsummation of the New Pameco Merger, (i) New Pameco shall sell or contribute to PSC all Receivables originated by New Pameco, all in accordance with the Transfer Agreement, (ii) New Pameco shall be and shall serve as the "Originator" and the "Servicer" for all purposes of the Securitization Agreements and the other Related Documents and shall perform and observe all of the covenants, duties, agreements, terms, conditions, obligations and liabilities of the "Originator" and the "Servicer" thereunder to the same extent as if it were an original signatory thereto and on the terms and subject to the conditions of the Securitization Agreements and the other Related Documents, and (iii) all references to the "Originator", the "Parent", the "Servicer" or the "Inventory Borrower" in any of the Securitization Agreements or the other Related Documents shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights references to New Pameco as successor by merger to Old Pameco and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawHoldings. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Effective as of 12:01 a.m. (New York time) on September 13, 2004(the "Effective Time"), Assignor hereby assigns assigns, sells, transfers and sets over (collectively, the "Assignment") to the Assignee all of its Assignor's right, title title, benefit, privileges and interest in and to, and all of Assignor's burdens, obligations and liabilities in connection with, the Liabilities of Seller set forth on the Interim Balance Sheet (as defined in Section 4.4 of the Purchase Agreement), the Assumed Contracts, and those Liabilities of Seller arising out of Seller's activities related to the Mortgage Loans and the Sale/Servicing Agreements, Theatre Ticket Business prior to the extent relating Closing Date and/or related to the Mortgage Loans preparation and negotiation of this Purchase Agreement (other than the rights those expenses related hereto and set forth in Section 2.2 of the Assignor Purchase Agreement). All of the Liabilities of Seller being assumed by Buyer under this Agreement are hereinafter collectively referred to indemnification thereunder), and as the "Assumed Liabilities." (b) Assignee hereby accepts the Assignment and assumes and agrees to observe and perform all of the Assignor’s obligations under duties, obligations, terms, provisions and covenants, and to pay and discharge all of the Sale/Servicing Agreementsliabilities of Assignor to be observed, to the extent relating to the Mortgage Loansperformed, paid or discharged from and after the date hereof. The Assignee hereby accepts such assignmentClosing, and shall be entitled to exercise all such rights of in connection with the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawAssumed Liabilities. (c) The Assignor Assignee assumes no Retained Liabilities, including, but not limited to: (i) liabilities related to Medeorex and/or the activities of Medeorex whether arising prior to or after the Closing or the consummation of Medeorex Acquisition; (ii) the cost of the preparation and filing of the quarterly report on Form 10QSB for the period ended June 30, 2004 in the amount of $5,000; (iii) any liabilities or obligations in respect of or arising in connection with the breach of any covenant, agreement, representation or warranty of Seller contained herein or arising from, out of, or in connection with, the transactions contemplated by this Agreement; (iv) any liabilities or obligations in respect of or arising in connection with any default or event of default of Seller which shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder occurred and is continuing as of the Assignee with respect Closing Date; (v) any liability incurred by Seller as a result of or arising from its execution of this Agreement and its consummation of the transactions contemplated hereby; (vi) those expenses enumerated in Section 6.2 of the Purchase Agreement; (vii) liabilities related to mortgage loans finders fees including, but not conveyed limited to the Assignee hereunderDB Fees; (viii) liabilities arising after the Closing, except to the extent that any such Liabilities have been assumed pursuant to Section 2 (a) hereof the Purchase Agreement); providedand (ix) finders fees, howeverif any, due and payable as a result of the consummation of the transactions contemplated hereby (d) the parties hereto agree that all such amendment, modification or termination Retained Liabilities shall not affect or be binding on remain the Assignee or the Mortgage Loanssole responsibility of Assignor.

Assignment and Assumption. (a) The Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in as in, to and under (a) the Assigned Loans and (b) the Purchase Agreement with respect to the Mortgage Loans and Assigned Loans; provided, however, that the Sale/Servicing AgreementsAssignor is not assigning to the Assignee any of its right, title or interest, in, to and under the extent relating Purchase Agreement with respect to the Mortgage Loans (any mortgage loan other than the rights of Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor to indemnification thereunder), specifically reserves and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and does not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants assign to the Assignee a first priority security interest in all of the Assignor’s any right, title and interest in, to or under the representations and underwarranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, whether now owned and any obligation of the Company to cure, repurchase or hereafter acquiredsubstitute for a mortgage loan and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The the Assignor shall have is retaining the right to amend, modify or terminate enforce the related Sale/Servicing Agreement without representations and warranties and the joinder obligations of the Assignee with respect to mortgage loans Company set forth in those sections against the Company. In addition, the Assignor specifically reserves and does not conveyed assign to the Assignee hereunder; providedany right, howevertitle and interest in, that to or under (a) Section 2.09 of the Purchase Agreement and (b) Section 4.03 and Section 4.13 of the Purchase Agreement (but only insofar as such amendmentSections grant to the Purchaser the right to terminate the servicing of defaulted Mortgage Loans and/or REO Properties by the Company), modification and the Assignor is retaining the right to enforce such sections against the Company. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or termination shall not affect or be binding on covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Purchase Agreement or otherwise relating to the Mortgage Loanstransaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

Assignment and Assumption. (a) The Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee (a) all of its right, title and interest as "Purchaser" in, to and under that certain Mortgage Loan Purchase and Servicing Agreement dated as of [_______________], 200[__] and duly executed by the Seller and Bear Stearns Asset Backed Securities, Inc. ("BSABS") (the "Purchasx Xxxxxment") attached hereto as Exhibit A, only with respect to the Mortgage Loans, and (b) all of its right, title and interest in and to each of the mortgage loans identified in Exhibit B hereto (the "Mortgage Loans and the Sale/Servicing Agreements, Loans"). Notwithstanding anything to the extent relating contrary contained herein, the Assignor is not assigning to the Mortgage Loans (other than the rights Assignee any of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s its right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest as "Purchaser" in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment under the Purchase Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to any other mortgage loans not conveyed loan other than those set forth on Exhibit B. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Purchase Agreement, or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to repurchase any of the Mortgage LoansLoans or to indemnify the Assignee), and that all such obligations are assumed by the Seller. The Assignor acknowledges and agrees that upon execution of this Agreement, [____________] shall become the "Purchaser" under the Purchase Agreement, and all representations, warranties and covenants by the "Seller" to the "Purchaser" under such Purchase Agreement including, but not limited to, the rights to require repurchase of any Mortgage Loan and to receive indemnification, shall accrue to Assignee by virtue of this Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Servicing Agreement or the GSMC Assignment Agreement arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after May 24, 2007, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. From and after the date hereof (a) The Assignor the “Closing Date”), the Servicer shall and does hereby assigns to recognize that the Assignee all of its right, title and interest in and to Seller will transfer the Mortgage Loans and assign its rights under the Sale/Servicing Agreements, Agreement to the extent relating to XXXX XX and that XXXX XX will thereafter transfer the Mortgage Loans and assign its rights under the Servicing Agreement to the Trust. The Servicer acknowledges and agrees that from and after the date hereof (other than i) the rights Trust will be the owner of the Assignor Mortgage Loans, (ii) the Servicer shall look solely to indemnification thereunder), and the Assignee hereby assumes all Trust for performance of any obligations of the Assignor’s obligations under the Sale/Servicing Agreements, Seller insofar as they relate to the extent relating enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, from (iii) the Trust (including the Trustee and, with respect to the servicing of the Mortgage Loans, the Master Servicer acting on the Trust’s behalf) shall have all the rights and after remedies available to the date hereof. The Assignee hereby accepts such assignmentPurchaser insofar as they relate to the Mortgage Loans, under the Servicing Agreement, including, without limitation, the enforcement of the document delivery requirements set forth in Section 5.03 of the Servicing Agreement, and shall be entitled to exercise enforce all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance obligations of the Assignor’s rightSeller and Servicer thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest in and and, with respect to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Servicer) under the Servicing Agreement insofar as they relate to the Mortgage Loans, shall be established pursuant deemed to refer to the terms of this Assignment Agreement; (ii) Trust. Neither the Assignor hereby grants to Servicer nor the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned Seller shall amend or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right agree to amend, modify modify, waive, or terminate otherwise alter any of the related Sale/terms or provisions of the Servicing Agreement without which amendment, modification, waiver or other alteration would in any way affect the joinder of Mortgage Loans or the Assignee Servicer’s performance under the Servicing Agreement with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansLoans without the prior written consent of the Trustee and the Master Servicer.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing Agreements, Agreement and the Sale Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans that arise from and after January 30, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations that arise under the Servicing Agreement from and after January 30, 2007, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement that arise from and after January 30, 2007, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing Agreements, Agreement and the Sale Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans that arise from and after June 30, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after June 30, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after June 30, 2006, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage Loans.Assignee

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Assigned Mortgage Loans and the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Assigned Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Assigned Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Sale and Servicing AgreementsAgreement from and after the date hereof, as if to the extent relating to the Assigned Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and warranties by the Assignor made in the Sale and Servicing Agreement, and the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action that would serve to impair or encumber the Assignor's ownership interest in all the Assigned Mortgage Loans since the date of each of the Assignor’s right, title Sale and interest in, to Servicing Agreement and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Commitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Sale and Servicing Agreement and the Commitment Letter without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Assigned Mortgage Loans. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letter, but only to the extent such provision relates to the Assigned Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letter (to the extent required by the terms of each Commitment Letter). (e) Notwithstanding any provision of the Commitment Letter to the contrary, in the event any Assigned Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the Commitment Letter, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Assigned Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Bank of America is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Bank of America is not such servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the Commitment Letter. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Commitment Letter is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Assigned Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Assigned Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and Loans, the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)) and the Custodial Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreement and the Custodial Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer and the Custodian hereby acknowledge such assignment and assumption and hereby each agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Custodial Agreement, respectively, 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 the representations and after warranties made in Section 2.7 of the date hereof. The Assignee hereby accepts such assignmentServicing Agreement, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Servicing Agreement and the terms applicable date of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable laweach Commitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement or the Commitment Letters 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. The Custodian and the Assignor shall have the right to amend, modify or terminate the Custodial Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letters, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letters (to the extent required by the terms of each Commitment Letter). (e) The Trustee and the Master Servicer (acting on behalf of the Trust Fund) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. Any Forest Owner shall not transfer, assign, delegate or convey any Interest in the Property or any Forest Owner Obligation unless: (a1) The Assignor hereby assigns the party receiving the Forest Owner Obligation or Interest in the Property (the "Assignee") agrees to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes assume all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement.Forest Owner Obligations unconditionally without modification or amendment; (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i2) the rights conveying Forest Owner (“Assignor”) and obligations of Assignee both execute the parties shall be established pursuant to Assignment and Assumption Agreement in substantially the terms of this form attached hereto as Exhibit E (the "Assignment and Assumption Agreement; "); (ii3) the Assignor hereby grants delivers a copy of the fully executed Assignment and Assumption Agreement to the Assignee a first priority security interest in all Reserve within fifteen (15) days of the Assignordate of execution; and (4) the Assignor requires a fully executed copy of the Assignment and Assumption Agreement to be recorded in the office of the recorder of each county in which the Property is situated within ten (10) days of the date when the Assignment and Assumption Agreement was fully executed. Assignor and Assignee shall not execute, deliver or record an amended or modified version of the Assignment and Assumption Agreement unless the Reserve approves of the amendment or modification in writing, which approval may be withheld at the Reserve’s rightreasonable discretion. The Parties expressly agree that any conveyance, title transfer, delegation, or assignment by any Forest Owner of any Forest Owner Obligation or Interest in the Property in violation of this Section 5 shall be void and interest innot relieve any Forest Owner of any Forest Owner Obligation. If any Assignor transfers, assigns, assumes, delegates or conveys any Interest in the Property or Forest Owner Obligation, the Assignor shall not be released from any Forest Owner Obligation unless the Reserve gives written consent releasing the Assignor from the Forest Owner Obligations, which consent shall not be unreasonably withheld. Notwithstanding any consent by the Reserve that releases any Assignor from any Forest Owner Obligation, the Assignor shall remain obligated to and underliable for any Forest Owner Obligation, whether now owned which arose during the time that the Assignor held an Interest in the Property or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The was subject to or liable for any Forest Owner Obligation. Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of provide the Assignee with respect copies of this Agreement and all exhibits attached hereto and any amendments thereto. Assignee shall be deemed to mortgage loans not conveyed to have received this Agreement and all exhibits attached hereto, and any amendments thereto, in accordance with the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loansnotice provisions in Section 10 of this Agreement.

Assignment and Assumption. (a) The Effective on and as of the date hereof, the Assignor hereby grants, transfers and assigns to the Assignee all of its the right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreementsof Assignor, as Purchaser, in, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights Specified Mortgage Loans; and obligations (ii) the Purchase Agreement,, but only to the extent of the parties shall be established pursuant to the terms Specified Mortgage Loans. For purposes of this Assignment Agreement; (ii) , the term “Purchase Agreement” includes any separate bxxx of sale, assignment and conveyance or other instrument pursuant to which Seller and Assignor hereby grants effectuated the purchase and sale of any Mortgage Loan following the execution and delivery of the Purchase Agreement. The Assignor specifically reserves and does not assign to the Assignee a first priority security interest in hereunder any and all of the Assignor’s right, title and interest in, to and underunder any all obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Specified Mortgage Loans set forth on Exhibit A attached hereto and are not the subject of this Assignment Agreement. (b) Each of the Seller and the Assignor represent and warrant to the Assignee that (i) the Purchase Agreement, whether now owned as amended or hereafter acquiredsupplemented is in full force and effect as of the date hereof, such (ii) the provisions thereof have not been waived in any respect, nor have any notices of termination been given thereunder, (iii) the Purchase Agreement contains all of the terms and conditions governing the sale of the Specified Mortgage Loans by Seller to Assignor and the purchase of the Specified Mortgage Loans by Assignor from Seller; provided, however, that the date of purchase and sale, the amount of payment for the Specified Mortgage Loans and other property; terms may be set out in a Purchase Price and Terms Letter, as defined in the Purchase Agreement, and (3iv) this Assignment Agreement shall constitute a security agreement under applicable lawSeller sold, conveyed and transferred each Specified Mortgage Loan to Assignor pursuant to the Purchase Agreement. (c) The Assignor shall have the right Assignee agrees to amendbe bound, modify or terminate the related Sale/Servicing Agreement without the joinder as Purchaser, by all of the terms, covenants and conditions of the Purchase Agreement and the Specified Mortgage Loans, and from and after the date hereof, the Assignee assumes for the benefit of each of the Seller and the Assignor all of the Assignor’s obligations as Purchaser thereunder with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Specified Mortgage Loans.

Assignment and Assumption. Effective as of immediately following the Effective Time, (ai) The Assignor Pledgee hereby assigns assigns, sells, transfers and sets over to the Assignee Pledgor all of its right, title and interest in and to those assets set forth on SCHEDULE 1 annexed hereto except for those Fees (as such term is defined in the Mortgage Loans Employment Agreements) relating to such assets due to Xxxxxx and Liman pursuant to Section 10 of the Sale/Servicing AgreementsEmployment Agreements (collectively, "PARTICIPATIONS"), free and clear of any and all liens or encumbrances in respect thereof; and (ii) Pledgee hereby assigns, sells, transfers and sets over (collectively, the "ASSIGNMENT OF OBLIGATIONS") to Pledgor, Pledgee's obligations and liabilities set forth on SCHEDULE 2 annexed hereto, which the parties expressly agree shall not include any obligations or liabilities relating to or arising out of the Participations (collectively, the "OBLIGATIONS"), PROVIDED THAT, in no event shall Pledgor be liable for any Obligation in respect of (i) Xxxxxx unless and until Xxxxxx terminates his Employment Agreement for Good Reason (as such term is defined in his Employment Agreement) pursuant to Section 7 thereof and (ii) Liman unless and until Liman terminates his Employment Agreement for Good Reason (as such term is defined in his Employment Agreement) pursuant to Section 7 thereof. Subject to the extent relating above proviso, Pledgor hereby accepts the Assignment of Obligations and assumes and agrees to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), pay and the Assignee hereby assumes discharge all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, Obligations when due from and after the date hereofClosing. The Assignee hereby accepts such assignmentIn the event that Pledgor fails to pay any Obligation when it becomes due, and Pledgee shall be entitled to exercise all pay such rights amount on behalf of Pledgor, then Pledgor shall pay the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale amount of such property and not Obligation to Pledgee with such amount carrying interest at a grant rate of a security interest to secure a loan. However, if 10.0% per annum from the due date for such conveyance is deemed to be Obligation until satisfied in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms accordance with Section 10 of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Effective as of the Effective Date, ------------------------- Assignor hereby assigns assigns, conveys and transfers to the Assignee Assignee, without recourse or warranty, all of its Assignor's right, title and interest as Tenant in and to the Mortgage Loans Lease, the Cleaning Agreement and the Sale/Servicing AgreementsFF&E except that Assignor shall remain (i) ----------- entitled to receive all benefits, rights and privileges and (ii) liable for and obligated to discharge all of the obligations of Assignor under the Lease and the Cleaning Agreement, to the extent relating such rights and obligations are allocable to the Mortgage Loans period prior to the Effective Date. It is hereby acknowledged and agreed that the consideration of Nineteen Million Two Hundred Fifty Thousand (other than $19,250,000) Dollars payable by Assignee to Assignor in connection with this Agreement ("Consideration") shall be paid into escrow upon the rights execution of this Agreement. The Effective Date of this Agreement shall be defined as the date on which that Agreement has been executed and delivered by Assignor and Assignee, has been consented to indemnification thereunder)by Landlord, and the Assignee hereby assumes all of the other Conditions listed in the Escrow Agreement between Assignor and Assignee dated effective as of February 24, 1999 have been met and the Consideration is delivered to Assignor’s obligations under the Sale/Servicing Agreements, . Notwithstanding anything herein contained to the extent relating contrary, if the Conditions in the Escrow Agreement are not satisfied, and this Agreement is terminated, Assignor shall have no liability to the Mortgage Loans, Assignee therefor. Assignee hereby accepts such assignment and agrees from and after the date hereof. The Assignee hereby accepts such assignment, Effective Date to assume and shall be entitled to exercise discharge all such rights of the liabilities and obligations of Assignor under the Sale/Servicing AgreementsLease and Cleaning Agreement and agrees to be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions thereof on the part of Assignor to be performed or observed from and after the Effective Date, and Assignee further agrees that the provisions of Section 15.1 of the Lease shall, notwithstanding any future assignment or transfer, continue to be binding upon it in the future in the same manner and with the same force and effect as if Assignee had originally executed the Cleaning Agreement and the Lease as the tenant thereunder. Assignor and Assignee acknowledge that the method for computation, as if currently employed by Contractor in the Assignee had been a party to each such agreement. (b) It is intended that the conveyance Building, of the Assignor’s rightcharges for additional cleaning services is acceptable and Landlord agrees to cause such Contractor to only escalate the charges for such additional services from year to year as is consistent with past practice (based on increases in the hourly wage rate for employment of porters in Class A office Buildings, title from time to time established by agreement between RAB and interest Local 32B-32J of the Building Service Employees International Union AFL-CIO or by the successors to either or both of them, as provided in the Cleaning Agreement with respect to cleaning cost escalation). The kinds and frequency of additional cleaning services of Contractor used by Assignee are subject to Mortgage Loans agreement by Contractor and other property conveyed pursuant to this Assignment Agreement shall constituteAssignee, and nothing herein shall obligate Assignee to use any additional cleaning services or to use the same kinds and frequency of special cleaning services as Assignor. Assignor and Assignee have reviewed the methods and procedures used by Contractor in calculating cleaning cost escalations under the Cleaning Agreement and agree that such methods and procedures may be construed asused at calculating such cleaning cost escalations going forward. Assignee shall indemnify, defend and save harmless Assignor, its officers, agents, servants and employees from and against any claims, liability, expense, suit, damage, action or charge including, without limitation, reasonable attorneys' fees (collectively "Claims"), suffered or incurred by Assignor by reason of (i) death, personal injury or property damage (other than to the property of Assignee) at the Premises arising out of Assignee's possession of the Premises occurring on or after the Effective Date, except to the extent caused by the negligent or willfull actions after the Effective Date of Assignor, its officers, agents, servants or employees or (ii) a sale breach of such property Assignee's duty to apportion fixed minimum rent and not a grant of a security interest Additional Rent (as hereinafter defined), or to secure a loan. However, if such conveyance is deemed promptly refund to be Assignor any payments or credits received from either Landlord or Contractor in respect of a loanany matter pertaining to the Lease or the Cleaning Agreement for periods prior to the Effective Date, it is intended that: as described more fully in paragraph (e). Assignor shall indemnify, defend and save harmless Assignee, its officers, agents, servants and employees from and against any Claims suffered or incurred by Assignee by reason of (i) death, personal injury or property damage (other than to the rights and obligations property of Assignor) at the Premises arising out of Assignor's possession of the parties shall be established pursuant Premises occurring prior to the terms Effective Date, except to the extent caused by the negligent or willful actions prior to the Effective Date of this Assignment Agreement; Assignee, its officers, agents, servants or employees, (ii) the Assignor hereby grants a breach of Assignor's duty to apportion fixed minimum rent and Additional Rent, or to promptly reimburse Assignee for payments reasonably made to Landlord or Contractor in respect of any matter pertaining to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned Lease or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Cleaning Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed for periods prior to the Assignee hereunder; providedEffective Date, howeveras described more fully in paragraph (e), that such amendmentor (iii) the breach or inaccuracy of any representation, modification warranty, certification, covenant or termination shall not affect agreement made by Assignor in this Agreement or in Assignor's estoppel certificate ("Estoppel Certificate") to be binding on the Assignee or the Mortgage Loans-------------------- delivered by Assignor to Assignee.

Assignment and Assumption. (a) The In consideration of Conduit Assignee’s payment of $[_______] to (or at the direction of) Conduit Assignor, which amount equals the aggregate outstanding principal of the assigned Loans owing to Conduit Assignor as of the date hereof under the Agreement (the “Assignment Price”), Conduit Assignor hereby sells and assigns to the Conduit Assignee, without recourse and (except as set forth in Section 2) without representation or warranty, and Conduit Assignee hereby purchases and accepts from Conduit Assignor, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Conduit Assignor’s right, title and interest in, to and underunder such assigned Loans owing to Conduit Assignor on the date hereof, whether now owned or hereafter acquiredtogether with a proportionate share of Conduit Assignor’s right, such Mortgage Loans title and interest in and to the Collateral and all of Conduit Assignor’s rights under the Agreement and the other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawTransaction Document. (cb) The In connection with the assignment and acceptance effected pursuant to preceding clause (a) (and in consideration thereof), Committed Lender Assignor shall have hereby assigns to Committed Lender Assignee, without recourse and (except as set forth in Section 2) without representation or warranty, [__]% of Committed Lender Assignor’s entire Commitment (in the right amount of $[________]) and its obligation to amendmake Loans from time to time under the Agreement, modify or terminate and Committed Lender Assignee hereby assumes the related Sale/Servicing Commitment so assigned and the obligation to make Loans from time to time under the Agreement without the joinder of the Assignee in accordance with respect to mortgage loans not conveyed (and subject to the terms of) the Agreement. For the avoidance of doubt, Committed Lender Assignor and Committed Lender Assignee hereunder; provided, however, acknowledge and agree that such amendment, modification Committed Lender Assignor does not hereby assign to Committed Lender Assignee all or termination shall any portion of Committed Lender Assignor’s Liquidity Commitment and Committed Lender Assignee does not affect hereby assume all or be binding on the Assignee or the Mortgage Loans.any portion of Committed Lender Assignor’s

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Agreements 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 Agreements, to the extent relating to the Mortgage Loans that arise only on and after August 24, 2006; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (other than the rights i) any breach of any obligation or representation of the Assignor pursuant to indemnification thereunder)the GSMC Assignment Agreement or (ii) any breach of any obligation, and the Assignee hereby assumes all covenant, representation or warranty of the Assignor’s obligations under , or be responsible for any indemnification amounts owed by the Sale/Servicing AgreementsAssignor, pursuant to the extent relating Agreements arising prior to the Mortgage LoansAugust 24, from and after the date hereof2006. The Assignee hereby accepts such assignment, and Assignor shall be entitled to exercise remain liable for all such rights of liability arising prior to August 24, 2006 and for its own actions and omissions apart from those assumed by the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party Assignee. 195635 GSR 2006-OA1 Avelo AAR (Depositor to each such agreement.Trust) (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action that would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawrelated MLPA. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or Assignee. (d) Notwithstanding anything to the Mortgage Loanscontrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of servicing fees.

Assignment and Assumption. (a) The Upon the terms and subject to the conditions appearing herein, the Assignor hereby transfers, assigns and delegates to the Assignee all of its rightAssignor's rights, title title, interest, remedies, duties and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent obligations relating to the Mortgage Loans (other than the rights purchase of the Assignor Assigned Shares under the Stock Purchase Agreement (collectively, the "Assigned Rights"). (b) Upon the terms and subject to indemnification thereunder)the conditions appearing herein, on the basis of the representations, warranties and covenants of Seller in the Stock Purchase Agreement, Assignee hereby accepts the foregoing assignment and delegation and, in addition, expressly assumes and agrees to keep, perform and fulfill all of the Assignor’s terms, covenants, conditions, duties and obligations under the Sale/Servicing Agreements, insofar as they relate to the extent relating Assignee's purchase of the Assigned Shares of the Series B Preferred Stock which are required to be kept, performed and fulfilled by the Assignor pursuant to the Mortgage Loans, Stock Purchase Agreement from and after the date hereofof this Assignment. The Assignor represents and warrants that it has delivered to Assignee hereby accepts such assignment, a true and shall be entitled to exercise all such rights complete copy of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Stock Purchase Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor, Assignee and Seller hereby agree as follows: (1) All obligations of Assignor and Assignee under the Stock Purchase Agreement shall be several, and Assignee and Assignor shall not be jointly obligated in any respect. (2) All covenants, duties, obligations and liabilities of Assignee arising under the Stock Purchase Agreement as a result of this Agreement shall be limited to the covenants, duties, obligations and liabilities that relate to the Assigned Shares. Without limiting the generality of the immediately preceding sentence, neither Assignee nor Assignor shall have any responsibility for any breach or default, or failure in performance, of the right other under the Stock Purchase Agreement. (3) Except as hereinafter provided, wherever in the Stock Purchase Agreement there is any reference to amend"Purchaser", modify as defined in the Stock Purchase Agreement, that reference shall mean and refer to each of "Purchaser" and "The Union Labor Life Insurance Company Separate Account P." Without limiting the generality of the foregoing, (i) all obligations of Seller to Purchaser, including, without limitation, those arising under the representations, warranties and covenants of Seller in, or terminate as provided for under, the related Sale/Servicing Stock Purchase Agreement, shall be to each of Assignor and Assignee, (ii) all approvals, agreements, consents and waivers of Purchaser under the Stock Purchase Agreement must be given by each of Assignor and Assignee, (iii) all disclosures that Seller is required to make to Purchaser under the Stock Purchase Agreement or applicable law and all information that Seller must provide to Purchaser must be made and provided to Assignor and Assignee, and (iv) the Stock Purchase Agreement may not be amended or modified without the joinder written consent of each of Assignor and Assignee. (4) Assignee's representations and warranties under Section 2 of this Agreement shall be substituted for any representation and warranties of Assignee under Article VI of the Stock Purchase Agreement; and Assignee hereby makes such representations and warranties appearing in such Section 2 to Seller as well as Assignor. (5) If Seller requires that Assignee provide an opinion of counsel to Seller under Section 4.8 of the Stock Purchase Agreement, Assignee may deliver an opinion of Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP, special counsel to Assignee, which opinion shall cover such matters as may be reasonably requested by Seller. (6) Assignee shall become a party to the Registration Rights Agreement referred to in Section 3.11 of the Stock Purchase Agreement, upon terms reasonably satisfactory to Assignee. (7) Assignee shall not become a party to the Voting Agreement referred to in Section 3.12 of the Stock Purchase Agreement. (8) Assignee has no authority to designate, and in fact has not designated, any person to serve a director of Seller or to serve on the Executive Committee of Seller. (9) Seller shall take reasonable measures to establish procedures to deal with, and minimize the effects of, conflicts of interest of directors and officers of Seller and shall from time to time provide Assignee with such information with respect to mortgage loans not conveyed such procedures and their application to specific circumstances as Assignee may reasonably request. (10) All notices to Assignee under the Stock Purchase Agreement shall be given in the manner provided in Section 14.1 thereof and to Assignee as follows: If to Assignee: The Union Labor Life Insurance Company Separate Account P 000 Xxxxxxxxxxxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Attention: Xxxxxxx X. Xxxxx Facsimile: 000-000-0000 With a copy to: Paul, Hastings, Xxxxxxxx & Xxxxxx, LLP 000 Xxxxx Xxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxx Facsimile 000-000-0000 (11) Assignee's obligation to purchase the Assigned Shares shall be conditioned upon Assignor's representations and warranties in Section 3(d) hereof being true and correct as of the Closing Date. (12) The Stock Purchase Agreement is hereby amended to incorporate the foregoing provisions of his Section 1(c) to the Assignee hereunder; provided, however, that extent necessary to give effect to such amendment, modification or termination shall not affect or be binding on provisions and to avoid any inconsistency between such provisions and the Assignee or the Mortgage LoansStock Purchase Agreement.

Assignment and Assumption. (a) The Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in in, to and under (a) the Mortgage Loans, (b) the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans and (c) the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating Agreement with respect to the Mortgage Loans; provided, from and after the date hereof. The Assignee hereby accepts such assignmenthowever, and shall be entitled to exercise all such rights of that the Assignor under the Sale/Servicing Agreements, as if is not assigning to the Assignee had been a party to each such agreement. (b) It is intended that the conveyance any of the Assignor’s its right, title and interest in interest, to and under the Mortgage Loan Purchase Agreement or the Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant listed on Exhibit A. Notwithstanding anything to the terms of this Assignment Agreement; (ii) contrary contained herein, the Assignor hereby grants specifically reserves and does not assign to the Assignee a first priority security interest in all of the Assignor’s any right, title and interest in, to or under the representations and under, whether now owned or hereafter acquired, such warranties contained in Section 3.1 and 3.2 of the Mortgage Loans Loan Purchase Agreement and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The the Assignor shall have is retaining the right to amendenforce the representations and warranties set forth in those sections against the Sellers. Except as is otherwise expressly provided herein, modify the Assignor makes no representations, warranties or terminate covenants to the related Sale/Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Servicing Agreement without or otherwise relating to the joinder transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee). Assignor acknowledges and agrees that upon execution of this Agreement, the Assignee shall become the "Owner" under the Servicing Agreement with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans, and all representations, warranties and covenants by the "Company" to the "Owner" under the Servicing Agreement with respect to the Mortgage Loans including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of this Agreement on and after the date of this Assignment and Assumption Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement the BofA Agreements and the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/BofA Agreements and the Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after June 29, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the BofA Agreements and the Servicing Agreement from and after June 29, 2007, to the extent relating to the Mortgage Loans; provided, from however, it is understood and after agreed upon by the date hereof. The parties hereto, that the Assignee hereby accepts such assignment, and shall not be entitled to exercise all such rights liable for (i) any breach of any obligation or representation of the Assignor under pursuant to the Sale/GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the BofA Agreements or the Servicing AgreementsAgreement arising prior to June 29, as if 2007. The Assignor shall remain liable for all such liability arising prior to June 29, 2007 and for its own actions and omissions apart from those assumed by the Assignee had been a party to each such agreementAssignee. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would operate to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Underlying Assignment Agreement; (ii) , the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s rightServicing Agreement and each Commitment Letter, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawas applicable. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement or the Commitment Letters without the joinder of the Assignee with respect to mortgage loans serviced under such Servicing Agreement but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Underlying Assignment Agreement and the Commitment Letters, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letters (to the extent required by the terms of each Commitment Letter). (e) The trust (including the Trustee and the Master Servicer acting on the trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Underlying Assignment Agreement and each Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. a. With respect to the mortgage loans listed in Schedule A hereto (a) The the “Mortgage Loans”), the Assignor hereby grants, transfers and assigns to the Assignee all of its the right, title and interest in and to of the Mortgage Loans and the Sale/Servicing AgreementsAssignor, as Owner, in, to and under the extent relating to the Mortgage Loans Servicing Agreement (other than the rights of the Assignor to indemnification thereunder), the Mortgage Loans delivered thereunder by the Company to the Assignor, the GSMC Assignment Agreement and that certain Custodial Agreement dated as of August 1, 2003, as amended by Amendment No. 1 thereto dated as of October 25, 2003 (as amended, the “Custodial Agreement”), each between GSMC and the WFB Custodian (as successor in interest to Wxxxx Fargo Bank Minnesota, N.A.); provided, however, it is understood and agreed upon by the parties hereto, that the Assignee hereby assumes all shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor’s obligations under , or be responsible for any indemnification amounts owed by the Sale/Servicing AgreementsAssignor, pursuant to the extent relating Servicing Agreement, the Custodial Agreement or the GSMC Assignment Agreement arising prior to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and Assignor shall be entitled to exercise remain liable for all such rights of liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. b. The Assignor represents and warrants to the Assignee that the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party has not taken any action that would serve to each such agreement. (b) It is intended that the conveyance of impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) c. The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Except as otherwise provided in Section 2.5, Assignor hereby irrevocably assigns and transfers to the Assignee all of its rightAssignor’s rights, title and interest in interests and duties, liabilities and obligations under the Bridge Facility Agreement and the other Loan Documents and Assignee hereby irrevocably and unconditionally accepts such rights, title and interests and assumes such duties, liabilities and obligations from Assignor on the Assumption Date on the terms contained herein, excluding any claims, liabilities or obligations arising from any failure of Assignor to perform any of its covenants, agreements, commitments and/or obligations to be performed prior to the Mortgage Loans date hereof under the Bridge Facility Agreement or any other Loan Document, other than interest under the Bridge Facility Agreement or any other Loan Document which shall be the sole obligation of the Assignee. The Assignee hereby confirms and agrees that the Bridge Facility Agreement and the Sale/Servicing Agreementsother Loan Documents are, and shall continue on and after the Assumption Date to be, in full force and effect in accordance with their respective terms and are hereby ratified and confirmed by the Assignee in all respects. If the Assignor makes a payment of principal, interest or fees to a Lender under the Loans on or after the Assumption Date, Assignee shall become liable to the extent relating Assignor for reimbursement of such payment on the same terms under which the Assignee was liable to the Mortgage Loans (other than Lender under the Bridge Facility Agreement; provided that, notwithstanding the foregoing, all rights of the Assignor to indemnification thereunder), and against the Assignee hereby assumes in respect of such liability and reimbursement shall in all respects be subordinated and junior in right of payment to the Assignor’s obligations prior indefeasible payment in full in cash of all amounts owed by the Assignee to the Lender under the Sale/Servicing AgreementsBridge Facility Agreement. Without limiting the foregoing, to the extent relating to the Mortgage Loansby executing and delivering this Agreement, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been (i) becomes a party to each such agreement. the Guarantee and Collateral Agreement as a Grantor (bas defined therein) It is intended that thereunder with the conveyance same force and effect as if originally named therein as a Grantor (as defined therein) and, without limiting the generality of the Assignor’s rightforegoing, title hereby expressly assumes all obligations and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constituteliabilities of a Grantor (as defined therein) thereunder, and shall be construed as(ii) grants to the Administrative Agent, a sale for the benefit of such property the Secured Parties, as collateral security for the prompt and not a grant complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Assignee’s Obligations, a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest Lien in all of the Assignor’s Collateral (as defined in the Guarantee and Collateral Agreement) of Assignee, wherever located and now owned or at any time hereafter acquired by Assignee or in which Assignee now has or at any time in the future may acquire any right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawinterest. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in as in, to and under (a) the Assigned Loans and (b) the Agreements with respect to the Mortgage Loans and Assigned Loans; provided, however, that the Sale/Servicing AgreementsAssignor is not assigning to the Assignee any of its right, title or interest, in, to and under the extent relating Agreements with respect to the Mortgage Loans (any mortgage loan other than the rights of Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor to indemnification thereunder), specifically reserves and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and does not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants assign to the Assignee a first priority security interest in all of the Assignor’s any right, title and interest in, to or under the representations and underwarranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement and in the Assignment and Conveyance Agreement, whether now owned the additional repurchase and premium recapture obligations set forth in the Assignment and Conveyance Agreement, and any obligation of the Seller to cure, repurchase or hereafter acquiredsubstitute for a mortgage loan and to indemnify the Assignor with respect to a breach of such representations and warranties pursuant to Section 3.03 and Section 8.01 of the Purchase Agreement, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The the Assignor shall have is retaining the right to amend, modify or terminate enforce the related Sale/Servicing Agreement without representations and warranties and the joinder obligations of the Assignee with respect to mortgage loans Seller set forth in those sections against the Seller. In addition, the Assignor specifically reserves and does not conveyed assign to the Assignee hereunder; providedany right, howevertitle and interest in, that such amendmentto or under Section 2.09 of the Purchase Agreement. Except as is otherwise expressly provided herein, modification the Assignor makes no representations, warranties or termination shall not affect or be binding on covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Agreements or otherwise relating to the Mortgage Loanstransaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, and all of its rights under Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Agreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the GSMC Assignment Agreements arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing AgreementsAgreement from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Underlying Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing Agreements, Agreement and the Sale Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans that arise from and after May 26, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after May 26, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after May 26, 2006, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. 1.1. The Assignor hereby irrevocably assigns, conveys, transfers and delegates to the Assignee: ---------------- Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 406 of the Securities Act of 1933. The omitted materials have been filed separately with the Securities and Exchange Commission. (a) The Assignor hereby assigns to the Assignee all of its right, title rights and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsPurchase Agreement and Letter Agreement DCT-026/98, dated as of June 17, 1998 between Solitair and Embraer, as amended (the "Letter Agreement"), in regard to the extent relating Assigned Aircraft; and (b) all its remaining rights with respect to the Mortgage LoansDelivered Aircraft under the Purchase Agreement and Letter Agreement (the "Assigned Rights and Obligations"), from subject to the terms and after conditions herein. This assignment shall be effective as of the date hereofprovided below in Section 3 and the obligations of Assignor and Assignee hereunder shall be deemed to have begun on that date. 1.2. The Assignee hereby irrevocably accepts the assignment, conveyance, transfer and delegation by the Assignor of the Assigned Rights and Obligations above and agrees to be bound by and perform all the obligations resulting from such assignment. The Assignee further undertakes to perform all obligations, undertakings and shall be entitled covenants in regard to exercise all such rights of the Assignor under the Sale/Servicing Agreements, Assigned Rights and Obligations as if the Assignee had been a an original party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitutePurchase Agreement, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have no liability to Embraer in regard to the right Assigned Rights and Obligations; provided that, for the avoidance of doubt, nothing herein shall limit, reduce or otherwise affect Assignor's liability to amend, modify Embraer under the Purchase Agreement or terminate Letter Agreement for any events prior to the related Sale/Servicing Agreement without the joinder effective date of this Agreement. 1.3. Assignor hereby agrees that promptly after delivery of each of the Remaining Solitair Aircraft, Assignor will assign to Assignee its remaining rights under the Purchase Agreement and Letter Agreement with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAircraft.

Assignment and Assumption. (a) The Assignor hereby assigns to For good and valuable consideration, the Assignee all receipt and sufficiency of its right, title and interest in and to which are acknowledged by the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)parties, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant subject to the terms of this Assignment and conditions set forth in the Agreement; (ii) the , Assignor hereby grants sells, assigns and transfers to the Assignee a first priority security interest in Assignee, its successors and assigns forever, all of the Assignor’s 's right, title and interest in, to and underunder the Assigned Assets, whether now owned free and clear of all encumbrances other than Permitted Encumbrances, to have and to hold forever. As of the Effective Date, Assignees accept the assignment, and assume and agree to perform and satisfy all Assumed Liabilities in, under or hereafter acquiredrelated to the Assigned Assets. Notwithstanding the foregoing, such Mortgage Loans to the extent that the sale, assignment and other property; and (3) transfer of any Assigned Asset pursuant to this Assignment requires prior consent or approval of any person or governmental authority, and such consent or approval has not been obtained prior to or on the Effective Date, then the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall not be effective until such consent or approval shall have been obtained. Upon obtaining such consent or approval, the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall become effective automatically without any further action on the part of the parties hereto. To the greatest extent permitted by law, all Assumed Liabilities in, under or related to any such asset shall be, and shall for all purposes be deemed to be, assumed by Assignee as of the Effective Date and Assignee shall thereafter be fully responsible and liable therefor. This Assignment incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Assigned Asset. This Assignment and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Assignment, being further documentation of the transactions contemplated by the Agreement, is subject in all respects to the terms and conditions of the Agreement. In the event of a conflict between any provision of this Assignment and any provision of the Agreement, the provisions of the Agreement shall constitute a security agreement under applicable law. (c) The Assignor control. Capitalized terms used but not defined in this Assignment shall have the right meanings ascribed to amend, modify or terminate them in the related Sale/Servicing Agreement without Agreement. This Assignment shall be governed by the joinder laws of the Assignee with respect South Dakota. This Assignment may be executed in counterparts, each of which when so executed will be deemed to mortgage loans not conveyed be an original and when taken together shall constitute the entire and same agreement. Executed by Assignor and Assignees to be effective as of the Assignee hereunder; providedEffective Date. Assignor: Assignee: [Homestake Mining Company of California, howevera California corporation][LAC Minerals (USA) LLC, that such amendmenta Delaware limited liability company] Dakota Territory Resource Corp., modification or termination shall not affect or a Nevada corporation By: ______________________________________________________ Name:____________________________________________________ Title: ____________________________________________________ By: ______________________________________________________ Name:____________________________________________________ Title: ____________________________________________________ This Xxxx of Sale (the "Xxxx of Sale"), executed to be binding on effective as of [___] (the Assignee or "Effective Date"), is made by [Homestake Mining Company of California, a California corporation][LAC Minerals (USA) LLC, a Delaware limited liability company], the Mortgage Loansaddress of which is 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000 ("Seller"), in favor of Dakota Territory Resource Corp, a Nevada corporation, the address of which is 000 Xxxxxxxx Xxxxx, Xxxxx X, Xxxx Xxxxx Xxxxxx 00000 ("Purchaser").

Assignment and Assumption. (a) The Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in in, to and to under (a) the Mortgage Loans and (b) the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating Wxxxx Fargo Agreements with respect to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/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 the Assignor is not affect or be binding on assigning to the Assignee any of its right, title and interest, to and under the Wxxxx Fargo Agreements with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. The Assignor specifically reserves and does not assign the right to enforce the representations and warranties set forth in Section 6(b) of the Mortgage Loan Purchase Agreement and remedies set forth in Section 4(b) of the Mortgage Loan Purchase Agreement. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Wxxxx Fargo Agreements or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee). Assignor acknowledges and agrees that upon execution of this Assignment and Assumption Agreement, with respect to the Mortgage Loans, the Assignee shall become the “Purchaser” under the Purchase Agreements and the “Owner” under the Flow Servicing Agreement, and all representations, warranties and covenants by the “Company” or the “Seller”, as applicable, to the “Purchaser” under the Purchase Agreements and to the “Owner” under the Flow Servicing Agreement including, but not limited to, the rights to receive indemnification and the enforcement of the document delivery requirements, shall accrue to Assignee by virtue of this Assignment and Assumption Agreement. Assignor acknowledges and agrees that upon execution of this Assignment and Assumption Agreement, with respect to the Mortgage Loans, all representations, warranties and covenants and the ability to enforce the representations, warranties and covenants by the “Company” or the “Seller”, as applicable, to the “Purchaser” under the Purchase Agreements and the “Owner” under the Flow Servicing Agreement shall accrue to the Assignee by virtue of this Assignment and Assumption Agreement.

Assignment and Assumption. (a) The 1.1 Assignor hereby assigns assigns, transfers and sets over to the Assignee, and Assignee hereby assumes, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title title, interest, powers, privileges, remedies, duties, liabilities and interest in and obligations under the Assigned Agreements, effective as of the Effective Date. As of the Effective Date, (a) Assignee shall become entitled to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale all of such property right, title, interest, powers, privileges and not a grant remedies of a security interest Assignor and subject to secure a loan. Howeverall of such duties, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights liabilities and obligations of Assignor, in each case, as if Assignee were the parties shall be established pursuant original party to the terms Assigned Agreements instead of this Assignment AgreementAssignor, and (b) Assignor shall have no further obligation or liability under the Assigned Agreements whatsoever; (ii) provided that Assignor shall remain a third-party beneficiary of, and retain the Assignor hereby grants right to the Assignee a first priority security interest in enforce, all of the Assignor’s rightnon-competition, title and interest innon-solicitation, to and under, whether now owned or hereafter acquired, such Mortgage Loans non-disclosure and other property; restrictive covenant provisions contained in the Assigned Agreements. 1.2 Employee hereby consents to the assignment and assumption of the Assigned Agreements in the manner contemplated in Section 1.1 hereof. 1.3 The Parties acknowledge and agree that, upon and following the consummation of the Transaction, (a) all of the references in the Employment Agreement to “President of the Company” or “President of KLX” shall be deemed to refer to the Board of Managers of Assignee (or such senior officer of Assignee as may be duly designated from time to time by the Board of Managers of Assignee), and (3b) this Assignment all references in the Employment Agreement shall constitute a security agreement under applicable law. (c) The to the “Compensation Committee” or “Board of Directors” of Assignor shall have the right be deemed to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed refer to the Assignee hereunder; providedequivalent body of Assignee, howeveror if none, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansBoard of Managers of Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing AgreementsFlow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsFlow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Flow SWSA or the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawTrade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the related Sale/Servicing Agreement Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor under the heading “Early Payment Default” in the Trade Confirmation, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Trade Confirmation (to the extent required by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contrary, in the event any Mortgage Loan is repurchased by the Seller pursuant to the Early Payment Default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the Servicer, and (d) any reasonable costs and expenses incurred by the Trustee or any Servicer, including without limitation costs and expenses incurred in the enforcement of the Company’s repurchase obligation under the Trade Confirmation. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the “Early Payment Default” provisions of the Trade Confirmation including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Company thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Assigned Mortgage Loans Loans, the Sale and Servicing Agreement and the Sale/Servicing AgreementsCustody Receipt, in each case, to the extent relating to the Assigned Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Sale and Servicing AgreementsAgreement, to the extent relating to the Assigned Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Sale and Servicing AgreementsAgreement from and after the date hereof, as if to the extent relating to the Assigned Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and warranties by the Assignor made in the Sale and Servicing Agreement, and the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action that would serve to impair or encumber the Assignor's ownership interest in all the Assigned Mortgage Loans since the date of the Assignor’s right, title Sale and interest in, to and under, whether now owned Servicing Agreement or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Commitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Sale and Servicing Agreement and the Commitment Letter without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Assigned Mortgage Loans. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letter, but only to the extent such provision relates to the Assigned Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letter (to the extent required by the terms of each Commitment Letter). (e) Notwithstanding any provision of the Commitment Letter to the contrary, in the event any Assigned Mortgage Loan is repurchased by the Seller pursuant to any early payment default or first payment default provisions of the Commitment Letter, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Assigned Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Bank of America is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Bank of America is not such servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the Seller’s repurchase obligation under the Commitment Letter. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Commitment Letter is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Assigned Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Seller thereunder insofar as they relate to the Assigned Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to Assignee, effective upon the receipt of the consideration 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, 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 all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementParticipation]. (b) It Assignee hereby assumes from Assignor, and Assignor is intended that hereby expressly and absolutely released from, the conveyance Percentage of all of Assignor's obligations arising under the Loan Documents relating to Assignor’s right, title 's Australian Commitment and interest in and to Mortgage any Australian Loans and other property conveyed pursuant Assignor Participations outstanding thereunder, including without limitation all such obligations with respect to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed any Australian Loans to be made and any participations in respect Australian Letters of a loanCredit to be purchased, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Credit Agreement [, and Assignee hereby purchases from Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawParticipation]. (c) The 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 or the addition of Lenders with Australian Commitments, provided that the Australian Allocation may not at any time exceed the aggregate amount of the Overall Commitment of all Lending Units then in effect. Each of the Assignor and Assignee acknowledges that the Percentage interest in the Australian Commitment being assigned and assumed hereunder equals the Assignee's Australian Lender Pro Rata Share, as set forth on Annex II attached hereto, of the Australian Allocation of the Overall Commitment 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 Australian Allocation 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 and Australian Allocation, any Australian Loans, and participations by Assignee in any Australian Letters of Credit outstanding under the Commitment and the Australian Lender 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 right rights and obligations under the Loan Documents of, and shall be deemed to amendhave made all of the covenants and agreements contained in the Loan Documents made by, modify or terminate an Australian Lender having the related Sale/Servicing Australian Commitment and Australian Allocation, the outstanding Australian Loans, the aggregate participation in outstanding Australian Letters of Credit and the Australian Lender 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 without shall effect [(A)] the joinder 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 Australian Allocation and any Australian Loans and Assignor Participations outstanding thereunder and all rights and obligations under the 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 mortgage loans not conveyed Assignor's Australian Commitment and Australian Allocation and any Australian Loans or Assignor Participations outstanding thereunder [, and any other sales by Assignor of participations in the Assignor Letters of Credit,] shall have no effect on Australian Commitment and Australian Allocation, the outstanding Australian Loans, the aggregate participation in outstanding Australian Letters of Credit or Australian Lender Pro Rata Share of Assignee set forth on Annex II attached hereto, and (iii) from and after the effective date of this Agreement, Administrative Agent shall make all payments under the Credit Agreement in respect of the Percentage interest assigned hereby [and the Assignee Participation] (including without limitation all payments of principal and accrued but unpaid interest and 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 Assignee hereunder; provided, however, that such amendment, modification effective date of this Agreement or termination shall not affect or be binding on the Assignee or the Mortgage Loanssubsequent thereto.

Assignment and Assumption. (a) The Assignor hereby assigns to a. Commencing on the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights commencement date of the Assignment Period as the same is set forth in Exhibit A to this Temporary Assignment Agreement (“Exhibit A”, and such date, the “Commencement Date”), Assignor agrees to indemnification thereunderassign to Assignee for the period set forth in Exhibit A (“Assignment Period”) all or a portion of Assignor’s contracted capacity and associated contractual rights (excluding any contract termination rights), duties, and obligations under the Assignor Firm Service Agreement as specified in Exhibit A, including without limitation all or a portion of Assignor’s MDTQ (the “Assigned Service”), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmenttemporary assignment and assumes such contracted capacity and associated contractual rights, duties, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderobligations; provided, however, that such amendment, modification or termination the Assignor shall not affect be released from any of its obligations in respect of the Tariff and the Assignor Firm Service Agreement as it pertains to the Assigned Service and Assignor shall be responsible for such obligations in the event the Assignee (or a subsequent assignee) defaults and/or fails to meet any or all contractual duties or obligations it assumed hereunder. b. The Assignment Period shall consist of one or more calendar days and the Term shall not extend beyond the expiration of the Assignor Firm Service Agreement. c. Exhibit A shall specify the Assigned Service and other rights to be binding assigned and available on the Assignee Commencement Date, the exercise of which rights will not violate any maximum or minimum quantity requirements or limitations applicable under the Mortgage LoansAssignor Firm Service Agreement. The reservation charge applicable to Assignee’s service during the Assignment Period in accordance with the Exhibit A shall be the reservation charge applicable to Assignor’s service under the Assignor Firm Service Agreement. The usage charges, fuel charges, and surcharges applicable to the Assignee’s service during the Assignment Period in accordance with the Exhibit A shall be the usage charges, fuel charges, and surcharges applicable to Assignor’s service under the Assignor Firm Service Agreement. d. For the avoidance of doubt, the assignment contemplated by this Temporary Assignment Agreement shall not be effective until the Commencement Date

Assignment and Assumption. (a) 1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee as of the date hereof (the “Closing Date”) all of its the right, title and interest in of the Assignor, as “Purchaser” on a servicing released basis, in, to and under (a) those certain mortgage loans (the “Mortgage Loans”) listed on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A and the Servicing Rights with respect thereto and (b) with respect to the Mortgage Loans Loans, except as described below, that certain Mortgage Loan Purchase and Interim Servicing Agreement dated as of [Date] (the “MLPA”) and as amended by that certain Amendment No. 1 dated as of [Date] (“Amendment One” and together with the MLPA, the “Purchase Agreement”), attached hereto as Exhibit B, in each case between the Assignor, as purchaser, and the Sale/Servicing AgreementsCompany, as seller, pursuant to which the Assignor has acquired the Mortgage Loans on a servicing-released basis, together with the Assignor’s rights and obligations as “Purchaser” under the Purchase Agreement to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Loans, and in each case from and after the date hereof. The Assignee hereby assumes all of the Assignor’s rights and obligations under the Sale/Servicing AgreementsPurchase Agreement, to the extent relating to the Mortgage Loans, Assignee hereby agrees to be bound as “Purchaser” by all of the terms and conditions of the Purchase Agreement, in each case from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled the Company hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsPurchase Agreement from and after the date hereof, as if to the Assignee had been a party extent relating to each such agreementthe Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title 2. The Assignor specifically reserves and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and does not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants assign to the Assignee a first priority security interest in hereunder any and all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans under and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder any obligations of the Assignee Assignor with respect to any mortgage loans not conveyed subject to the Assignee hereunder; provided, however, that such amendment, modification or termination shall Purchase Agreement which are not affect or be binding the Mortgage Loans set forth on the Assignee or Mortgage Loan Schedule set forth on Exhibit A and are not the Mortgage Loanssubject of this Agreement.

Assignment and Assumption. Effective as of and from [ ] (a) The the "Effective Date"), Assignor hereby assigns to the Assignee all of its right, title rights and interest in delegates all of its duties and obligations to the Mortgage Loans Assignee and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s rights, duties, and obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and Assigned Transactions arising on or after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderEffective Date; provided, however, that as of and from the Effective Date, the Assigned Transactions shall supplement, form part of and be subject to the Assignee Swap Agreement (as defined in Paragraph 2 below) and each Assigned Transaction shall accordingly constitute a Transaction as such amendmentterm is defined in the Assignee Swap Agreement. Assignee Swap Agreement: To the extent that the Remaining Party and the Assignee have not yet executed an ISDA Master Agreement, modification the Assignee and the Remaining Party agree to use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as the Assignee and the Remaining Party will in good faith agree. Upon the execution by the Assignee and the Remaining Party of such an agreement, the Assigned Transaction between the Assignee and Remaining Party will supplement, form a part of, and be subject to that agreement. All provisions contained or termination incorporated by reference in that agreement upon its execution will govern the Assigned Transaction except as expressly modified in the Assigned Transaction. Until the Assignee and the Remaining Party execute and deliver that agreement, the Assigned Transaction, together with all other documents referring to the ISDA Form (each a “Confirmation”) confirming Transactions (each a “Transaction”) entered into between the Assignee and the Remaining Party (notwithstanding anything to the contrary in a Confirmation), shall not affect or supplement, form a part of, and be binding subject to an agreement in the form of the ISDA Form as if the Assignee and the Remaining Party had executed an agreement in such form (but without any Schedule) on the Effective Date. In the event of any inconsistency between the provisions of that agreement and the related Confirmation, including the Assigned Transaction, the Confirmation will prevail for purposes of the Transaction. The Assignee or and Remaining Party also agree that the Mortgage LoansAssigned Transaction shall be governed by the laws of the State of New York (without reference to choice of law doctrine) and that the Termination Currency (as defined in the ISDA Form) shall be USD.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentJuly 28, 2006, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after July 28, as if 2006, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after July 28, 2006, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the servicing rights and the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s rights and obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from Loans that arise only on and after the date hereof. The ; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee hereby accepts such assignment, and shall not be entitled to exercise all such rights liable for (i) any breach of any obligation or representation of the Assignor under pursuant to the Sale/GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Servicing Agreements, as if Agreement arising prior to the Assignee had been a party date hereof. The Assignor shall remain liable for all such liability arising prior to each such agreementthe date hereof and for its own actions and omissions apart from those assumed by the Assignee. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action that would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawrelated MLPA. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. Forest Owner shall not, directly or indirectly, transfer, assign, delegate or convey (acollectively, "Transfer") The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement.any Property Interest unless the: (b1) It is intended that Third party obtaining a Property Interest (the conveyance of "Assignee") agrees to assume the Assignor’s right, title Forest Owner Obligation unconditionally without modification or amendment; (2) Forest Owner and interest Assignee both duly execute the Assignment and Assumption Agreement in substantially the form attached hereto as Exhibit E (the "Assignment and Assumption Agreement") prior to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and any Transfer; (3) this Forest Owner ensures that a fully executed copy of the Assignment and Assumption Agreement shall constitute a security agreement under applicable law.is recorded in the office of the recorder of each county in which the Property is located within two (2) business days of the Transfer; and (c4) The Assignor Forest Owner delivers a copy of the fully executed and recorded Assignment and Assumption Agreement to the Reserve within fifteen (15) days of the date of recordation. Forest Owner and Assignee shall have not execute, deliver or record an amended or modified version of the right to amend, modify or terminate the related Sale/Servicing Assignment and Assumption Agreement without Reserve's prior approval of the joinder amendment or modification in writing, which approval may be withheld at the Reserve's reasonable discretion. Any Transfer of a Property Interest by any Forest Owner in violation of this Section 7 shall be void and not relieve Forest Owner of the Forest Owner Obligation. If more than one Person has executed this Agreement as “Forest Owner,” then any individual Forest Owner seeking to Transfer any Property Interest shall comply with the obligations of this Section 7 as to its Property Interest being transferred. If Forest Owner Transfers a Property Interest, Forest Owner shall not be released from the Forest Owner Obligation unless and until Reserve provides its written consent. Notwithstanding any consent by the Reserve that releases Forest Owner from the Forest Owner Obligation, Forest Owner shall remain obligated to and liable for all Forest Owner Breaches that arose during the time that Forest Owner held a Property Interest. Forest Owner shall provide the Assignee with respect copies of the Forest Project Protocols, this Agreement and all exhibits attached hereto and any amendments thereto. Assignee shall be deemed to mortgage loans not conveyed to have received the Assignee hereunder; providedForest Project Protocols, howeverthis Agreement and all exhibits attached hereto, that such amendmentand any amendments thereof, modification or termination shall not affect or be binding on in accordance with the Assignee or the Mortgage Loansnotice provisions in Section 12 of this Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans from and after April 28, 2006; the Seller and the Servicer hereby acknowledge such assignment and assumption and hereby agree to the release of the Assignor from any obligations arising under the Sale Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans; provided, however, that the Assignor shall not be released from any obligations in connection with the events occurring with respect to the Mortgage Loans prior to April 28, 2006. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and after warranties made in Sections 7.01 and 7.02 of the date hereof. The Assignee hereby accepts such assignmentSale Agreement, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawLoans. (c) The Seller, the Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or Assignee. (d) Each of the Mortgage LoansAssignor, the Servicer and the Seller shall be responsible for its own expenses in connection with negotiating reconstitution documents, including, but not limited to, reconstituted servicing agreements and assignment, assumption and recognition agreements, and reviewing any applicable disclosure documents.

Assignment and Assumption. 3.2. Upon the full and complete execution of this Agreement, the Administrative Agent shall arrange, and each Departing Lender and each Remaining Lender shall fully cooperate, in making or receiving, as directed by the Administrative Agent, wire transfers and fund transfers reasonably necessary to effectuate the pro-rate, shares set forth on Exhibit D. The Remaining Lenders (a) The Assignor hereby assigns who shall be at --------- such time the Lenders), their respective Commitments and their respective pro-rata shares immediately after the effectiveness of this Agreement and after giving effect to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreementstransactions described herein shall be as set forth on Exhibit D. 3.3. Each Remaining Lender agrees that, to the extent relating it has purchased and assumed or be found to have purchased and assumed from any Departing Lender or any other Remaining Lender any interest in any Loan, the Loan Agreement and the Loan Documents, that it has purchased and assumed such interest, without recourse and without representation or warranty except as expressly set forth in this Section 3, and any such assignment by a Departing Lender or other Remaining Lender to a Remaining Lender shall be without recourse and without representation or warranty except as expressly set forth in this Section 3. Such purchase, assignment and assumption shall include that portion of any Departing Lender's or Remaining Lender's, as the case may be, obligations to fund unfunded Approvals, 3.4. Each Departing Lender and each Remaining Lender represents and warrants that, immediately prior to the Mortgage effectiveness of this Agreement, it is the legal and beneficial owner of its Loans and the interests being assigned hereby, and that such Loans and interest are free and clear of any adverse claim. Each Departing Lender and each Remaining Lender, (other than i) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the rights Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Assignor Loan Documents or any other instrument or document furnished pursuant thereto; and (ii) makes no representation or warranty and assumes no responsibility with respect to indemnification thereunder)the financial condition of any Borrower or any Covered Person, and or the Assignee hereby assumes all performance or observance by any Borrower or any Covered Person of the Assignor’s any of its obligations under the Sale/Servicing AgreementsLoan Documents or any other instrument or document furnished pursuant thereto. 3.5. Each Departing Lender and each Remaining Lender confirms, covenants and agrees that it has received a copy of the Credit Agreement, the Loan Documents, together with copies of the Financial Statements referred to the extent relating therein and such other documents and information as it has deemed appropriate to the Mortgage Loans, from make its own credit analysis and after the date hereof. The Assignee hereby accepts such assignmentdecision to enter into this Agreement, and shall be entitled to exercise all such rights of confirms and covenants that it has entered into this Agreement based on its own credit analysis and decision and without reliance upon any information provided by, or statement made by. Administrative Agent or any other Lender (including any Departing Lender and any Remaining Lender). 3.6. Each Remaining Lender (i) confirms, covenants and agrees that it will, independently and without reliance upon the Assignor under the Sale/Servicing AgreementsAdministrative Agent, as if the Assignee had been any Departing Lender or any Remaining Lender or any other Lender a party to each the Loan Agreement from time to time and based on such agreement. (b) It is intended that documents and information as it shall deem appropriate at the conveyance of time, continue to make its own credit decisions in talcing or not taking action under the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Credit Agreement; (ii) appoints and authorizes the Assignor hereby grants Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement as are delegated to the Assignee a first priority security interest Administrative Agent by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; (iii) agrees that it will perform in accordance with their terms all of the Assignor’s right, title obligations that by the terms of the Credit Agreement and interest in, the other Loan Documents are required to and under, whether now owned or hereafter acquired, such Mortgage Loans and other propertybe performed by it as a Leader; and (3iv) promptly provide to Administrative Agent any U.S. Internal Revenue Service or other forms required under the Credit Agreement. Each Remaining' Lender and each Departing Lender stall promptly following the effectiveness of this Assignment Agreement shall constitute a security agreement under applicable lawAgreement, send to Administrative Agent (such address being, David J Wolterink, 3000 Xxxxxxxxxx Xxvd. (c, Xxxxxxx, Xxxxxxx 00000) The Assignor shall have xx xxxxxxxxx xxlivery service the right original Notes held by it marked "Cancelled" and authorizes Administrative Agent and its representatives and counsel to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that mark such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansNotes "Xxxxelled".

Assignment and Assumption. Effective as of the Effective Date (a) The as defined below), Assignor hereby assigns to the Assignee all of its right, title and interest in, to and under the Lease and the Premises (including all of Assignor's right, title, and interest in and to the Mortgage Loans any prepaid rents and the Sale/Servicing Agreements, security deposits as have been paid by Assignor pursuant to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunderLease), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall assumes all of Assignor's obligations under the Lease which arise on or after the Effective Date, agrees to be entitled to exercise bound by all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party provisions thereof and to each such agreement. (b) It is intended that the conveyance perform all of the Assignor’s right, title obligations of the tenant thereunder on and interest in after the Effective Date hereof. Such assignment and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constituteassumption is made upon, and shall be construed asis subject to, a sale all of such property the terms, conditions and not a grant provisions of a security interest to secure a loanthis Agreement. However, if such conveyance The assignment of the Lease will take effect on the date (“Effective Date”) which is deemed to be in respect the later of a loan, it is intended that: (i) the rights date upon which Assignor surrenders and obligations of delivers the parties shall be established pursuant Premises to Assignee in the terms of condition required by this Assignment Agreement; Agreement and (ii) February 1, 2013. In the event the Effective Date does not occur on or before February 15, 2013, for any reason other than a delay caused by Assignee, then Assignor hereby grants will pay to Assignee an amount equal to the daily Basic Rent for the Premises for each day beyond February 15, 2013 that the Effective Date is delayed. In addition, in the event the Effective Date does not occur on or before March 15, 2013, for any reason other than a delay caused by Assignee, Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor shall will have the right to amendterminate this Agreement by delivery of written notice to Assignor, modify or in which event this Agreement will terminate and be of no further force and effect and neither party will have any further liability to the related Sale/Servicing other, except that Assignor will promptly refund to Assignee any monies paid to Assignor pursuant to this Agreement. In the event Assignee does not terminate this Agreement without pursuant to the joinder foregoing, then after March 15, 2013, Assignor will pay to Assignee an amount equal to 1.25 times the daily Basic Rent for the Premises for each day beyond March 15, 2013 that the Effective Date is delayed. The parties acknowledge that the foregoing amounts are a fair and reasonable estimate of damages likely to be suffered by Assignee in the event of a late delivery of the Assignee with respect Premises, the exact amount of which will be extremely difficult to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loansascertain.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the 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 the representations and after warranties made in Section 2.7 of the date hereof. The Assignee hereby accepts such assignmentServicing Agreement, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Servicing Agreement or the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement or the Commitment Letter 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 Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Commitment Letter, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Commitment Letter (to the extent required by the terms of each Commitment Letter). (e) The trust (including the Trustee and the Master Servicer acting on the trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Commitment Letter including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. In consideration of Ten (a$10.00) The Dollars in hand paid by Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby assigns to the Assignee assign, transfer and set over unto Assignee, all of its Assignor's right, title and interest in and to the Mortgage Loans to: All leases, occupancy agreements, license agreements, rental agreements, concession agreements and the Sale/Servicing Agreements, to the extent other written agreements entered into with any tenants relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), Property and the Assignee hereby assumes buildings and other improvements located thereon, or any portion thereof, including, without limitation, the leases, occupancy agreements, license agreements, rental agreements, concession agreements and other written agreements set forth on Schedule A attached hereto (all of the Assignor’s obligations under foregoing leases, collectively, the Sale/Servicing Agreements"Space Leases"). TO HAVE AND TO HOLD, to the extent relating to the Mortgage Loanssame unto Assignee, its successors and assigns, from and after the date hereof, subject to the terms, covenants, conditions and provisions contained in the Space Leases. The Assignee hereby accepts such assignment, and shall be entitled to exercise assumes the performance of all such rights of the terms, covenants and conditions of the Space Leases described on Schedule A attached hereto on the Assignor's part to be performed thereunder from and after the date hereof and will well and truly perform all of the terms, covenants and conditions of such Leases from and after the date hereof, all with the same force and effect as though the Assignee had signed such Space Leases as a party named therein. Assignee does hereby agree for itself, its legal representatives, successors and assigns to indemnify, defend and save the Assignor, its legal representatives, successors and assigns, harmless from and against any and all claims, losses, suits and expenses (including, but not limited to, reasonable legal fees and litigation expenses) asserted or arising in connection with the performance by Assignee under the Space Leases described on Schedule A attached hereto from and after the date hereof. Assignor does hereby agree for itself, its legal representatives and its successors and assigns, to indemnify, defend and save the Assignee, its legal representatives and its successors and assigns, harmless from and against any and all claims, losses, suits and expenses (including, but not limited to, reasonable legal fees and litigation expenses) asserted or arising in connection with the performance by Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant Space Leases prior to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawdate hereof. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentMarch 2, 2006, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after March 2, as if 2006, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after March 2, 2006, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Servicing Agreement or the GSMC Assignment Agreement arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after January 31, 2007, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the Flow SWSA, and the Sale/Servicing AgreementsTrade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsFlow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Flow SWSA, the Trade Confirmation or the GSMC Assignment Agreement arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA from and after the date hereof, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to Flow SWSA or the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawTrade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the related Sale/Servicing Agreement Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults in the Trade Confirmation, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Trade Confirmation (to the extent required by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contrary, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Nat City is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City is not such servicer) or by the Assignee, including without limitation costs and expenses incurred in the enforcement of the Servicer’s repurchase obligation under the Trade Confirmation. It is hereby understood that the right to any excess over such amount set forth in the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Assignee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Trade Confirmation including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loans.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentAugust 25, 2006, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after August 25, as if 2006, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after August 25, 2006, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns to For good and valuable consideration, the Assignee all receipt and sufficiency of its right, title and interest in and to which are acknowledged by the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)parties, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant subject to the terms of this Assignment and conditions set forth in the Agreement; (ii) the , Assignor hereby grants sells, assigns and transfers to the Assignee a first priority security interest in Assignee, its successors and assigns forever, all of the Assignor’s 's right, title and interest in, to and underunder the Assigned Assets, whether now owned free and clear of all encumbrances other than Permitted Encumbrances, to have and to hold forever. As of the Effective Date, Assignees accept the assignment, and assume and agree to perform and satisfy all Assumed Liabilities in, under or hereafter acquiredrelated to the Assigned Assets. Notwithstanding the foregoing, such Mortgage Loans to the extent that the sale, assignment and other property; and (3) transfer of any Assigned Asset pursuant to this Assignment requires prior con sent or approval of any person or governmental authority, and such consent or approval has not been obtained prior to or on the Effective Date, then the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall not be effective until such consent or approval shall have been obtained. Upon obtaining such consent or approval, the sale, assignment and transfer of any such Assigned Asset pursuant to this Assignment shall become effective automatically without any further action on the part of the parties hereto. To the greatest extent permitted by law, all Assumed Liabilities in, under or related to any such asset shall be, and shall for all purposes be deemed to be, assumed by Assignee as of the Effective Date and Assignee shall thereafter be fully responsible and liable therefor. This Assignment incorporates by reference the representations and warranties, and associated limitations and disclaimers, made in the Agreement with respect to the Assigned Asset. This Assignment and the covenants contained herein shall extend to and be binding upon and every benefit hereof shall inure to the parties hereto, their respective successors and assigns. This Assignment, being further documentation of the transactions contemplated by the Agreement, is subject in all respects to the terms and conditions of the Agreement. In the event of a conflict between any provision of this Assignment and any provision of the Agreement, the provisions of the Agreement shall constitute a security agreement under applicable law. (c) The Assignor control. Capitalized terms used but not defined in this Assignment shall have the right meanings ascribed to amend, modify or terminate them in the related Sale/Servicing Agreement without Agreement. This Assignment shall be governed by the joinder laws of the Assignee with respect South Dakota. This Assignment may be executed in counterparts, each of which when so executed will be deemed to mortgage loans not conveyed be an original and when taken together shall constitute the entire and same agreement. Executed by Assignor and Assignees to be effective as of the Assignee hereunder; providedEffective Date. Assignor: Assignee: Homestake Mining Company of California, howevera California corporation Dakota Territory Resource Corp., that such amendmenta Nevada corporation By: By: Name: Name: Title: Title: This Xxxx of Sale (the "Xxxx of Sale"), modification or termination shall not affect or executed to be binding on effective as of [___] (the Assignee or "Effective Date"), is made by Homestake Mining Company of California, a California corporation, the Mortgage Loansaddress of which is 000 X. Xxxx Xxxxxx, Xxxxx 0000, Xxxx Xxxx Xxxx, Xxxx 00000 ("Seller"), in favor of Dakota Territory Resource Corp, a Nevada corporation, the address of which is 000 Xxxxxxxx Xxxxx, Xxxxx X, Xxxx Xxxxx Xxxxxx 00000 ("Purchaser").

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Sale and Servicing Agreement and the Sale/Servicing AgreementsTrade Confirmation, to the extent relating to the Mortgage Loans (other than Loans, with the rights exception of its right to indemnification from the Servicer under section 8.01 of the Sale and Servicing Agreement for liabilities the Assignor may incur relating to indemnification thereunder), and 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/Sale and Servicing AgreementsAgreement and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement and the Trade Confirmation from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and after 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. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each is not undertaking any such agreementliability hereunder. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Assignment Sale and Servicing Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) The Assignor, the Assignee and the Servicer agree that the provisions of the 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 related Sale/Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage LoansLoans since the date of the Trade Confirmation.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Sale/Servicing Agreements, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing AgreementsAgreement, to the extent relating to the Mortgage Loans, from Loans that arise only on and after December 29, 2006; provided, however, it is understood and agreed upon by the date hereof. The parties hereto, that the Assignee hereby accepts such assignment, and shall not be entitled to exercise all such rights liable for (i) any breach of any obligation or representation of the Assignor under pursuant to the Sale/GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the Servicing AgreementsAgreement arising prior to December 29, as if 2006. The Assignor shall remain liable for all such liability arising prior to December 29, 2006 and for its own actions and omissions apart from those assumed by the Assignee had been a party to each such agreementAssignee. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action that would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) since the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, acquired such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawLoans. (c) The Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or Assignee. (d) Notwithstanding anything to the Mortgage Loanscontrary in the Servicing Agreement, in the event the Servicer is obligated to make an advance pursuant to the Servicing Agreement, the aggregate payment due shall be the minimum monthly payment due under the mortgage note, net of servicing fees.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, and all rights and obligations of the Assignor under the Servicing Agreement and the Sale/Servicing AgreementsSale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignmentJanuary 30, 2007, and shall be entitled the Servicer hereby acknowledges such assignment and assumption and hereby agrees to exercise all such rights the release of the Assignor from any obligations under the Sale/Servicing AgreementsAgreement from and after January 30, as if 2007, to the Assignee had been a party extent relating to each the Mortgage Loans and Countrywide hereby acknowledges such agreementassignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after January 30, 2007, to the extent relating to the Mortgage Loans. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns Except as provided in clause (b) below, this Guaranty may not be assigned by the Guarantor to, or assumed by, any successor to or assign of the Assignee Guarantor (it being understood and agreed that a consolidation with or merger of the Guarantor into, or the sale of all or substantially all of its rightassets to, title and interest another Person in and to accordance with Section 3.6 shall not be deemed such an assignment or assumption for the Mortgage Loans and purposes hereof) without the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights prior written consent of the Assignor to indemnification thereunder)Beneficiaries, and nor may the Assignee hereby assumes all Guarantor transfer or assign a majority (or more) of (i) the Assignor’s obligations under Ownership Interest in the Sale/Servicing Agreements, to Rumford Lessee or (ii) the extent relating to Ownership Interest in the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreementRumford Lessee. (b) It is intended Notwithstanding any of the foregoing in this Section 8.4, the Guarantor may transfer a majority (or more) of its Ownership Interest in the Rumford Lessee to a single third party, provided that the conveyance Guarantor assigns this Guaranty to such third party (whereupon the Guarantor shall be released from all obligations under this Guaranty in connection with such transfer) upon satisfaction of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: following conditions: (i) unless the rights Owner Participant shall have consented to such assignment, such transferee, or a party which unconditionally guarantees such transferee's obligations under the Operative Documents assigned to such transferee (A) shall have significant experience owning or operating gas-fired electric generating facilities in the United Sates and obligations (B) shall have a tangible net worth of the parties shall be established pursuant at least $1 billion after giving effect to the terms of this Assignment Agreement; such transfer; (ii) the Assignor hereby grants requirements set forth in Section 3.3(i), (iii), (iv) and (v) of this Guaranty have been satisfied and, immediately after giving effect to such transfer, the transferee shall own (A) at least a majority of the Ownership Interest of the Rumford Lessee and (B) at least a majority of the Ownership Interest of the Rumford Lessee; (iii) such transfer occurs (i) subsequent to the Assignee a first priority security interest in all tenth year of the Assignor’s right, title Facility Lease Term of the Rumford Lessee and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; the Rumford Lessee and (3ii) this Assignment Agreement shall constitute a security agreement under applicable law.when the aggregate principal amount of the Rumford Notes is less than $50 million and the aggregate principal amount of the Rumford Notes is less than $50 million; (civ) The Assignor neither the transferee nor any Affiliate of the transferee shall be involved in any material litigation with the Owner Participant; (v) the Rating Agencies shall have confirmed that after giving effect to such transfer, the right to amend, modify Certificates (if then outstanding) and the transferee (or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage Loans.a party

Assignment and Assumption. (a) The Assignor hereby assigns 1.1 Subject to the Assignee all terms and conditions of its rightthis Agreement, title and interest in reliance upon the representations, warranties, covenants and agreements contained in this Agreement, and in consideration for an aggregate purchase price of $3,256,251.69 (the “Purchase Price”), the Assignors hereby assign to the Mortgage Loans Assignees the Notes and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights Assignees hereby accept such assignment of the Assignor Notes, as set forth and allocated on the signature pages annexed hereto. Assignees shall be entitled to indemnification thereunder)interest on the Notes that accrues from and after the date hereof. OTHER THAN THE REPRESENTATIONS SET FORTH IN SECTION 4 HEREOF, EACH ASSIGNOR DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY NATURE CONCERNING THE MAKERS, THE NOTES, OR THE TRANSACTION DOCUMENTS AND EXPRESSLY DISCLAIMS ANY AND ALL ENDORSEMENT LIABILITY. THIS IS AN ASSIGNMENT WITHOUT RECOURSE TO THE ASSIGNORS AND IS MADE WITHOUT REPRESENTATION OR WARRANTY OF THE ASSIGNORS EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 4 HEREOF. 1.2 The parties hereto acknowledge that from and after the Assignee hereby assumes date hereof, all of the Assignor’s obligations under rights and remedies set forth in the Sale/Servicing AgreementsNotes, the Security Documents and the Transaction Documents with respect to the extent relating Notes acquired by an Assignee shall inure to the Mortgage Loansbenefit of such Assignee. Without limiting the foregoing, from and after the date hereof. , each Assignee shall be entitled to all payments of principal and interest when due and payable in accordance with the terms of the Notes and to the Conversion Option (as defined in the Notes) with respect to such Notes. 1.3 It is acknowledged and agreed that, upon consummation of the transactions contemplated hereby, no consent of any Assignor shall be required for the exercise of any rights and remedies of any Assignee under the Notes. 1.4 The Assignors hereby agree that, from and after the date hereof, each Assignee hereby accepts such assignment, and shall be entitled to exercise all such the rights and remedies of the Assignor under Assignors, with respect to the Sale/Servicing AgreementsNotes, as if the Assignee had been reflected on Annex A, as a party to each such agreement. (b) It is intended that the conveyance holder of the Assignor’s rightNotes, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitutethe Notes, the Security Documents and shall be construed asthe Transaction Documents. Each Assignee hereby assumes the obligations of the Assignors, with respect to the Notes, as a sale holder of such property the Notes, the Security Documents and not a grant of a security interest to secure a loanthe Transaction Documents. However, if such conveyance is deemed to be in respect of a loan, it is intended thatNotwithstanding the foregoing: (i) each Assignee shall be obligated to comply with the rights and obligations volume limitation requirements set forth in Section 10 hereof with respect to the shares of Common Stock issuable to such Assignee upon (1) conversion of the parties shall be established pursuant Notes acquired hereunder by such Assignee and with respect to any additional shares issued to such Assignee in connection herewith whether or not issued upon conversion of the terms Notes, and/or (2) conversion of this Assignment Agreementthe Series D Preferred Stock issuable upon conversion of the Notes acquired hereunder by such Assignee, as the case may be; (ii) the Assignor hereby grants Assignors shall be obligated to comply with the volume limitation requirements set forth in Section 3(d) of that certain note modification agreement, dated February 23, 2012, between the Assignors and the Makers (the “Assignors Note Modification Agreement”) with respect to the Assignee a first priority security interest in all Assignor Conversion Shares, the Assignor Warrant Shares, and the February 2012 Assignor Shares (it being understood and agreed that the Assignor Conversion Shares shall be included within the meaning of shares received upon conversion of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, “Remaining Notes,” as such Mortgage Loans and other propertyterm is used in the Assignors Note Modification Agreement); and (3iii) this Assignment Bxxxxxx and FGIT, severally but not jointly, shall be obligated to comply with the volume limitation requirements set forth in Section 8 of that certain Subscription Agreement shall constitute a security agreement under applicable law. dated as of February 23, 2012 by and among Bxxxxxx, FGIT and the Company (the “Subscription Agreement”) with respect to: (a) the shares of Common Stock issuable upon conversion of the Bxxxxxx Note; (b) the shares of Common Stock issuable upon conversion of the Notes acquired hereunder by Bxxxxxx; (c) The Assignor shall have the right to amend, modify or terminate Bxxxxxx Warrant Shares; (d) the related Sale/Servicing Agreement without Bxxxxxx Series D Conversion Shares; (e) the joinder shares of Common Stock issuable upon conversion of the Assignee shares of Series D Preferred Stock that are issuable upon conversion of the FGIT Assumed Note; (f) the shares of Common Stock issuable upon conversion of the Notes acquired hereunder by FGIT; (g) the FGIT Warrant Shares; and (h) the FGIT Series D Conversion Shares (it being understood and agreed that the shares of Common Stock issuable upon conversion of (1) the Notes acquired hereunder by Bxxxxxx, and (2) the shares of Series D Preferred Stock that are issuable upon conversion of the FGIT Assumed Note shall be included within the meaning of shares received upon conversion of the “Acquired Notes,” as such term is used in Section 8 of the Subscription Agreement). Such volume restrictions may be waived by the Company; provided, that, they are waived equivalently with respect to mortgage loans each Assignor and each Assignee, and shall not conveyed apply at any time when Pershing’s Common Stock is not quoted or admitted for trading on a Trading Market (as defined below). 1.5 For so long as the Warrants are outstanding, the Makers shall not provide any consideration to the Assignee hereunder; providedholder of any Warrant in connection with any modification, however, that such amendment, modification waiver or termination amendment of any term or condition of any Warrant unless equivalent consideration shall have been offered to the holders of all other Warrants. The Makers shall not affect modify, waive or amend any term of any Warrant unless the benefit of such modification, waiver or amendment shall have been offered to the holders of all other Warrants on equivalent terms. 1.6 As required by Section 1(c) of that certain Note Assignment and Assumption Agreement dated as of February 23, 2012 by and among the Assignors, FGIT and Bxxxxxx: 1.6.1 FGIT and Bxxxxxx consent to the Conversion Price Note Modification, as the conversion price of the Bxxxxxx Note, the FGIT Assumed Note and the Series D Preferred Stock will be binding on reduced by virtue of such modification; and 1.6.2 The Assignors, the Assignee Assignees and Bxxxxxx consent to the FGIT Notes Amendments, and waive any requirement that any Notes held or the Mortgage Loansacquired by such parties be likewise amended.

Assignment and Assumption. (a) The Assignor hereby assigns Notwithstanding anything herein to the Assignee all contrary, if an attempted sale, assignment, transfer or delivery of its rightany Asset would be ineffective without the consent of any Third Person, title or if such an act would violate the rights of any Third Person in such Asset or otherwise affect adversely the rights of Buyer in such Asset, and interest in and the applicable consent has not been obtained on or prior to the Mortgage Loans Closing Date (as set forth on Schedule 5.13), this Agreement shall not constitute an actual or attempted sale, assignment, transfer or delivery of such Asset (each, a “Restricted Asset”). Unless and the Sale/Servicing Agreementsuntil any such consent is obtained, such Restricted Asset shall not constitute a purchased Asset and any associated Liability shall not constitute a Liability assumed by Buyer for any purpose hereunder except to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunderprovided in Section 2.4(c), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It In any such case, Seller shall use commercially reasonable efforts to obtain, as soon as practicable, such consent. Buyer shall cooperate reasonably with Seller, at Seller’s expense, in obtaining such consents, provided, that Buyer shall not be required to pay any cash consideration therefor or give or allow to remain in effect any guaranty, letter of credit, performance bond or other financial assurance. As soon as such consent is intended that the conveyance obtained, Seller shall sell, transfer, convey, assign and deliver to Buyer, for no additional consideration, all of the AssignorSeller’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitutesuch Restricted Asset, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement Restricted Asset shall constitute a security agreement under applicable lawan Asset and all associated Liabilities shall constitute Liabilities of Buyer for all purposes hereunder after such date. (c) The Assignor Until such consent shall have been obtained, Seller shall at its expense effect an alternate arrangement, in the right form of a license, sublease, operating agreement or other arrangement, in any case reasonably satisfactory to amendBuyer, modify or terminate which results in Buyer receiving all the related Sale/Servicing Agreement without benefits and bearing all the joinder of the Assignee ordinary course costs, Liabilities and other obligations with respect to mortgage loans not conveyed to each Restricted Asset, from the Assignee hereunder; provided, howeverClosing Date until such time as such consent is obtained, that Buyer would have received and born, respectively, if such amendment, modification or termination shall not affect or be binding on Restricted Asset had constituted an Asset as of the Assignee or the Mortgage LoansClosing.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing Agreements, Agreement and the Sale Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of GSMC Assignment Agreement) from and after the Assignor to indemnification thereunder)date hereof, and the Assignee hereby assumes all of the Assignor’s 's obligations under the Sale/Servicing AgreementsAgreement and the Sale Agreement, to the extent relating to the Mortgage Loans that arise from and after August 25, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations that arise under the Servicing Agreement from and after August 25, 2006, to the extent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement that arise from and after August 25, 2006, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title The Assignor represents and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants warrants to the Assignee a first priority security that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in all the Mortgage Loans since the respective dates of the Assignor’s right, title Servicing Agreement and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawthe Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder 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 Mortgage Loans.Assignee

Assignment and Assumption. (a) 6.1 The Assignor hereby terms, covenants, and obligations of Dealer pursuant to this Agreement shall run with the Site and be binding upon Dealer’s lessees, successors and assigns to the Assignee all of its right, title and interest in and to Site. It is understood that it is possible that the Mortgage Loans and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights identity of the Assignor fee owner of the Site (the “Owner”) or portions thereof may be different from the Dealer. During the Covenant Period, the Dealer shall include reference to indemnification thereunder)this Agreement in any lease or operating agreement respecting the Site, and each lessee must, in such lease or operating agreement, acknowledge and agree (i) that its interests, rights and obligations are subject to this Agreement, and (ii) that it must comply, or enable the Assignee hereby assumes Dealer to comply, with all terms and provisions of this Agreement applicable and in force and effect following the effective date of such lease or operating agreement. If the Dealer desires to assign its interests in the Site and/or the Dealership during the Covenant Period, the consent of the Assignor’s obligations under the Sale/Servicing AgreementsAgency (which shall not be unreasonably withheld, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts conditioned or delayed) shall be required for each such assignmentassignment or transfer, and such consent shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as granted if the Assignee had been a party to each such agreement. (b) It is intended that the conveyance of the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and proposed assignee expressly assumes, in writing, Dealer’s unexecuted obligations hereunder as to times following the effective date of the parties assignment (in which event Dealer shall thereafter be established pursuant to the terms of this Assignment Agreementreleased from such assumed obligations); (ii) the Assignor hereby grants proposed assignee has demonstrated to the Assignee a first priority security interest in all reasonable satisfaction of the Assignor’s rightAgency that such person or entity has adequate financial capacity and operating experience to own the Site or operate the Dealership, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other propertyas the case may be; and (3iii) no default exists under the Agreement. The Agency’s consent rights under this Assignment Agreement Paragraph 6 shall constitute a security agreement under applicable law. (c) The Assignor shall have terminate and be of no further force or effect upon the right to amend, modify expiration or terminate the related Sale/Servicing Agreement without the joinder earlier termination of the Assignee Covenant Period, and Dealer’s right thereafter to assign, transfer or otherwise alienate its interest in the Site or Dealership shall be unrestricted. Nothing herein shall prohibit Dealer from contracting with respect or causing any third party or parties to mortgage loans not conveyed perform any of Dealer’s obligations hereunder, provided that in such event Dealer shall remain fully responsible to Agency for the performance of the Covenant during the Covenant Period. Effective upon the date of any assignment permitted hereunder or consented to in writing by the Agency, and provided that after such assignment Dealer no longer holds any interest in the Site, or in the Dealership, as the owner or Dealer, Dealer shall be released from any further liability or obligation to pay to the Assignee hereunder; providedCity and/or Agency any Dealership Sales Tax Revenue Shortfall Amount and Dealer’s obligations under this Agreement and under the Promissory Note, howevertogether with the obligations of Xxxxxx X. Key under the Guaranty, that such amendment, modification shall each terminate and be of no further force or termination shall not affect or be binding on the Assignee or the Mortgage Loanseffect.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Sale/Servicing Agreements, and all of its rights under Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Agreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the parties hereto, that the Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor pursuant to the GSMC Assignment Agreement or (ii) any breach of any obligation, covenant, representation or warranty of the Assignor, or be responsible for any indemnification amounts owed by the Assignor, pursuant to the GSMC Assignment Agreements arising prior to the date hereof. The Assignor shall remain liable for all such liability arising prior to the date hereof and for its own actions and omissions apart from those assumed by the Assignee. The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing AgreementsAgreement from and after February 28, 2007, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, and shall be entitled to exercise all such rights of the Assignor under the Sale/Servicing Agreements, as if the Assignee had been a party to each such agreement. (b) It is intended The Assignor represents and warrants to the Assignee that the conveyance of Assignor has not taken any action which would serve to impair or encumber the Assignor’s right, title and ownership interest in and to the Mortgage Loans and other property conveyed pursuant to this Assignment Agreement shall constitute, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) since the rights and obligations date of the parties shall be established pursuant to the terms of this Underlying Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable lawAgreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignee.

Assignment and Assumption. (a) The Assignor hereby assigns and sells to the Assignee a __________ percent (_____%) undivided interest in all of its rightLoans, title its Commitment, and interest in and to all of its rights under the Mortgage Loans Credit Agreement and the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Loan Documents, and the Assignee hereby assumes all of the Assignor’s obligations under the Sale/Servicing Agreements, to the extent relating to the Mortgage Loans, from and after the date hereof. The Assignee hereby accepts such assignment, assignment from Assignor and shall be entitled to exercise all such rights assumes a corresponding __________ percent (_____%) undivided interest of the obligations of Assignor under the Sale/Servicing AgreementsCredit Agreement and the other Loan Documents, including the Commitment. The percentage interest assigned to and assumed by Assignee from Assignor as set forth in the preceding sentence is sometimes hereafter referred to as Assignee's "Assigned Interest." Assignee hereby agrees, for the benefit of Agent, to be responsible for its Assigned Interest of each Assignor's obligations to Agent, whether now existing or hereafter arising, including, but not limited to, the indemnification obligations arising under Section 9.5 of the Credit Agreement. Upon the execution and delivery hereof by Assignor, Assignee, Agent and Borrower and the payment of the amounts specified in Section 3 hereof required to be paid on the date hereof: (a) Assignee shall enjoy the rights and be obligated to perform the obligations of a "Lender" under the Credit Agreement and the other Loan Documents with respect to the Assigned Interest to the same extent as if the Assignee had been a party to each such agreement. the original Lender with respect thereto (b) It is intended that the conveyance Commitment of Assignor and Assignee under the Assignor’s right, title and interest in and to Mortgage Loans and other property conveyed pursuant to this Assignment Credit Agreement shall constitutebe $_______________ and $______________ respectively, and shall be construed as, a sale of such property and not a grant of a security interest to secure a loan. However, if such conveyance is deemed to be in respect of a loan, it is intended that: (i) the rights and obligations of the parties shall be established pursuant to the terms of this Assignment Agreement; (ii) the Assignor hereby grants to the Assignee a first priority security interest in all of the Assignor’s right, title and interest in, to and under, whether now owned or hereafter acquired, such Mortgage Loans and other property; and (3) this Assignment Agreement shall constitute a security agreement under applicable law. (c) the Percentage Interest of Assignor and Assignee under the Credit Agreement shall be ____% and ____% respectively. The Assignor assignment provided for herein shall have the right be without recourse to amend, modify or terminate the related Sale/Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee or the Mortgage LoansAssignor.