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, the Flow 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 Upon and subject to the Assignee all occurrence of its rightthe Effective Time, title and interest in and to the Mortgage Loans, the Flow SWSAFTAC hereby assigns, and the Trade ConfirmationCompany hereby assumes, to the extent relating to the Mortgage Loans (other than 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 to indemnification thereunder)Non-Founder FTAC Warrants, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 Company hereby agrees to faithfully perform, satisfy and discharge when due, the release liabilities and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants. As a result of the Assignor from any obligations under the Flow SWSA from preceding sentence, upon and after the date hereof, 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 Loansterms and conditions of the Warrant Agreement. (b) The Assignor represents Company acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA 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 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 Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer and Notwithstanding anything to the Assignor contrary herein or in the Warrant Agreement, if any Warrant shall have remain unexercised immediately before the right to amend, modify or terminate each conclusion of the Flow SWSA Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Warrant shall, automatically and the Trade Confirmation without the joinder 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 Assignee Company in accordance with respect to mortgage loans not conveyed to Sections 7.4 and 3.1 of the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the AssigneeWarrant Agreement. (d) The Assignor hereby assigns This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the AssigneeWarrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any rights of the Assignor with respect to early payment defaults right, obligation, claim 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 remedy created by the terms of each Trade Confirmation)Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (e) Notwithstanding any provision The choice 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 law and jurisdiction 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 Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 Parties to the Mortgage LoansWarrant 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 Warrant Assumption Agreement.

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, the Flow SWSA, Loans and the Trade ConfirmationAgreements, 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 Flow SWSA and the Trade ConfirmationAgreements (as amended hereby), to the extent relating to the Mortgage Loans Loans, and only 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 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 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 shall not be deemed to make the representations and warranties in Section 4.3 of the Purchase Agreement. (b) The Assignor represents and warrants Simultaneously with the execution of this Assignment Agreement, on February 26, 2007, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the trade confirmation dated as of January 3, 2007 (the “Trade Confirmation”), by and between the Assignee that the Assignor has not taken any action which would serve to impair or encumber and the Assignor’s ownership interest in . The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans since after February 1, 2007 (the date of “Assigned Loans Cut-off Date”) and all unscheduled payments or other proceeds or other recoveries on the Flow SWSA or Mortgage Loans received on and after 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 each of the Flow SWSA and the Trade Confirmation 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. (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 Upon and subject to the Assignee all occurrence of its rightthe Effective Time, title and interest in and to the Mortgage Loans, the Flow SWSAVOSO hereby assigns, and the Trade ConfirmationCompany hereby assumes, to the extent relating to the Mortgage Loans (other than 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 to indemnification thereunder)Public Warrants, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 Company hereby agrees to faithfully perform, satisfy and discharge when due, the release liabilities and obligations of VOSO under the Warrant Agreement and the Public Warrants. As a result of the Assignor from any obligations under the Flow SWSA from preceding sentence, upon and after the date hereof, 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 Loansterms and conditions of the Warrant Agreement. (b) The Assignor represents Company acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA Warrant 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 Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer and Notwithstanding anything to the Assignor contrary herein or in the Warrant Agreement, if any Warrant shall have remain unexercised immediately before the right to amend, modify or terminate each conclusion of the Flow SWSA Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Warrant shall, automatically and the Trade Confirmation without the joinder 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 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 AssigneeWarrant Agreement. (d) The Assignor hereby assigns This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the AssigneeWarrant Agreement. Nothing in this Warrant Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any rights of the Assignor with respect to early payment defaults right, obligation, claim 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 remedy created by the terms of each Trade Confirmation)Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (e) Notwithstanding any provision The choice 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 law and jurisdiction 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 Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 Parties to the Mortgage LoansWarrant 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 Warrant 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 and the Flow SWSAAgreements, 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 Flow SWSA 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 Flow SWSA Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationUnderlying Assignment Agreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 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 Upon the Merger Effective Time, SEAC hereby assigns to the Assignee all of its rightassigns, title and interest in and to the Mortgage LoansNewCo hereby assumes, the Flow SWSArights 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 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 Flow 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 NewCo hereby agrees to faithfully perform, satisfy and discharge when due, the release liabilities and obligations of SEAC under the Warrant Agreement and the SEAC Warrants. As a result of the Assignor from any obligations under the Flow SWSA from preceding sentence, upon and after the date hereof, subject to the extent relating occurrence of the Merger Effective Time, each SEAC Warrant will be automatically converted into a NewCo Warrant to purchase NewCo Common Shares pursuant to the Mortgage Loansterms and conditions of the Warrant Agreement. (b) The Assignor represents NewCo acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA Warrant 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 Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer This Warrant Assumption Agreement is being executed and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA delivered pursuant and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed subject to the Assignee hereunderWarrant Agreement. Nothing in this Warrant Assumption Agreement shall, providedor shall be deemed to, howeverdefeat, that such amendmentlimit, modification alter, impair, enhance or termination shall not affect enlarge any right, obligation, claim or be binding on remedy created by the AssigneeWarrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (d) The Assignor hereby assigns to Notwithstanding 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 arbitration 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 NewCo Governing Documents (as defined in the BCA), the choice of “Repurchase Price” law and jurisdiction provisions set forth in any Trade Confirmation is not being sold or assigned hereunder the Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 parties to the Mortgage LoansWarrant 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 Warrant 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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofFebruary 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 Flow SWSA Servicing Agreement from and after February 24, 2006, to the date hereofextent 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. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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.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, the Flow SWSA, Loans and the Trade ConfirmationSale and Servicing Agreement, 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 Flow SWSA Sale and the Trade ConfirmationServicing Agreement, 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 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 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, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale and Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and the Trade Confirmation 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 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, the Flow SWSA, Sale and the Trade ConfirmationServicing Agreement, 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 Flow SWSA Sale and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof; provided, however, it is understood and agreed upon by the Servicer 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 Flow SWSA Sale and Servicing Agreement or the GSMC Assignment Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Sale and Servicing Agreement and the Trade ConfirmationPPTL. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and Servicing Agreement or the Trade Confirmation 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 Trade ConfirmationPPTL, 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 PPTL (to the extent required by the terms of each Trade ConfirmationPPTL). (e) Notwithstanding any provision of the Trade Confirmation PPTL to the contrary, in the event any Mortgage Loan is repurchased by the Servicer Seller pursuant to any early payment default or first payment default provisions of the Trade ConfirmationPPTL, 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 PHH is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City PHH is not such the servicer) or by the TrusteeAssignee, including without limitation costs and expenses incurred in the enforcement of the ServicerSeller’s repurchase obligation under the Trade ConfirmationPPTL. 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 PPTL is not being sold or assigned hereunder and is being retained by the Assignor. (f) The Trust (including the Trustee 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 PPTL including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer Seller 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, the Flow SWSA, Loans and the Trade ConfirmationSale and Servicing Agreement, 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 Flow SWSA Sale and the Trade ConfirmationServicing Agreement, to the extent relating to the Assigned 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 Sale and Servicing Agreement from and after the date hereof, to the extent relating to the Assigned Mortgage Loans. (b) 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 Assigned Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale and Servicing Agreement. (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 each of the Flow SWSA Sale and the Trade Confirmation 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 hereby assigns to Assignee or 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 Assigned 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 LoansAssignor, the Flow SWSAas Owner, and the Trade Confirmationin, 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 Flow SWSA and the Trade ConfirmationAssignor, pursuant to the extent relating Servicing Agreement or the GSMC Assignment Agreement arising prior to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges . The Assignor shall remain liable for all such assignment and assumption and hereby agrees liability arising prior to the release of date hereof and for its own actions and omissions apart from those assumed by the Assignor from any obligations under the Flow SWSA from and after the date hereof, to the extent relating to the Mortgage LoansAssignee. (b) b. The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationServicing Agreement. (c) c. The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 hereby assigns . Notwithstanding anything to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults contrary 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 contraryServicing Agreement, in the event any Mortgage Loan is repurchased by the Servicer is obligated to make an advance pursuant to any early payment default or first payment default provisions of the Trade ConfirmationServicing Agreement, the “Repurchase Price” payable to the Assignee aggregate payment due 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 minimum monthly payment due under the Trade Confirmation. It is hereby understood that the right to any excess over such amount set forth in the definition mortgage note, net of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignorservicing fees. (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 Upon and subject to the Assignee all occurrence of its rightthe FTAC Effective Time, title and interest in and to the Mortgage Loans, the Flow SWSAFTAC hereby assigns, and the Trade ConfirmationCompany hereby assumes, to the extent relating to the Mortgage Loans (other than 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 to indemnification thereunder)Non-Founder FTAC Warrants, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 Company hereby agrees to faithfully perform, satisfy and discharge when due, the release liabilities and obligations of FTAC under the Warrant Agreement and the Non-Founder FTAC Warrants. As a result of the Assignor from any obligations under the Flow SWSA from FTAC Merger, upon and after the date hereof, 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 Assignor represents Company acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA 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 FTAC Effective Time, all of FTAC’s obligations thereunder shall be valid and enforceable as against the Company and shall not be impaired or limited by the Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer This Warrant Assumption Agreement is being executed and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA delivered pursuant and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed subject to the Assignee hereunderWarrant Agreement. Nothing in this Warrant Assumption Agreement shall, providedor shall be deemed to, howeverdefeat, that such amendmentlimit, modification alter, impair, enhance or termination shall not affect enlarge any right, obligation, claim or be binding on remedy created by the AssigneeWarrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (d) The Assignor hereby assigns to the Assignee, any rights choice 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 law and jurisdiction 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 Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 parties to the Mortgage LoansWarrant 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 Warrant Assumption Agreement.

Assignment and Assumption. (a) The Assignor Upon the Merger Effective Time, dMY hereby assigns to the Assignee all of its rightassigns, title and interest in and to the Mortgage LoansNewCo hereby assumes, the Flow SWSArights 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 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 Flow 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 NewCo hereby agrees to faithfully perform, satisfy and discharge when due, the release liabilities and obligations of dMY under the Warrant Agreement and the dMY Warrants. As a result of the Assignor from any obligations under the Flow SWSA from preceding sentence, upon and after the date hereof, subject to the extent relating occurrence of the Merger Effective Time, each dMY Warrant will be automatically converted into a NewCo Warrant to purchase NewCo Common Shares pursuant to the Mortgage Loansterms and conditions of the Warrant Agreement. (b) The Assignor represents NewCo acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA Warrant 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 Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer This Warrant Assumption Agreement is being executed and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA delivered pursuant and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed subject to the Assignee hereunderWarrant Agreement. Nothing in this Warrant Assumption Agreement shall, providedor shall be deemed to, howeverdefeat, that such amendmentlimit, modification alter, impair, enhance or termination shall not affect enlarge any right, obligation, claim or be binding on remedy created by the AssigneeWarrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (d) The Assignor hereby assigns to Notwithstanding 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 arbitration 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 NewCo Governing Documents (as defined in the BCA), the choice of “Repurchase Price” law and jurisdiction provisions set forth in any Trade Confirmation is not being sold or assigned hereunder the Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 parties to the Mortgage LoansWarrant 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 Warrant Assumption Agreement.

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 LoansPurchased Assets, free and clear of all Liens, in accordance with the Flow 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 Flow 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 LoansPurchase Agreement. (b) The Assignor represents Effective as of the Closing, and warrants on the terms and subject to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest conditions set forth in the Mortgage Loans since Purchase Agreement, Buyer hereby assumes from each Seller all of each Seller’s duties and obligations under the date of Acquired Contracts and the Flow SWSA or other Assumed Liabilities in accordance with the Trade ConfirmationPurchase Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed Notwithstanding anything to the Assignee hereundercontrary herein, provided(i) none of Purchased Assets or Assumed Liabilities that are specifically sold, howeverassigned, that transferred, conveyed or delivered pursuant to the Domain Name Transfer Agreement shall 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 amendmentSeller’s right, modification title, interest or termination shall not affect obligation or be binding on liability in or to the AssigneeExcluded Assets or the Excluded Liabilities. (d) The Assignor hereby assigns to the Assignee, Without limitation of any rights other obligation 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 Parties set forth in this Agreement or the definition Purchase Agreement, the Parties hereby covenant that, from time to time after the delivery of “Repurchase Price” set forth 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 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 includingPurchased Assets and assign, without limitation, transfer and delegate to Buyer the enforcement of Assumed Liabilities as contemplated under 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 LoansPurchase Agreement.

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 LoansRegistration Rights Agreement to LetterOne with effect on and from the date 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 Flow SWSARegistration Rights from Altimo, and the Trade Confirmation, (ii) agrees to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), assume and the Assignee hereby assumes perform all of the AssignorAltimo’s obligations under the Flow SWSA Registration Rights Agreement, on and from the Trade Confirmationdate 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 Loans Registration Rights Agreement to L1T with effect on and from and after the date hereofof 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 the Servicer hereby acknowledges such assignment and assumption and hereby (ii) agrees to the release of the Assignor from any assume and perform all Altimo Cooperatief’s obligations under the Flow SWSA Registration Rights Agreement, on and from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of this Amendment, as if it were an original party to the Flow SWSA or the Trade ConfirmationRegistration Rights Agreement in Altimo Cooperatief’s place. (c) 2.5 The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 other Parties 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 provide their consent to the assignment and transfer by novation as set out in sections 2.1 through 2.4 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 contrarythis Amendment and further agree and confirm that, 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 with effect on and from the date of such repurchasethis Amendment, (bi) accrued LetterOne shall have the rights, interest on such outstanding principal balance at and obligations ascribed to it under 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 Registration Rights Agreement as if it were an original party to the servicer (so long as Nat City is not the servicer)Registration Rights Agreement in Altimo’s place, and (dii) any reasonable costs L1T shall have the rights, interest 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 obligations ascribed to it under the Trade Confirmation. It is hereby understood that Registration Rights Agreement as if it were an original party to the right to any excess over such amount set forth Registration Rights Agreement 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 AssignorAltimo Cooperatief’s place. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) shall have all the rights and remedies available 2.6 Each party to the AssignorRegistration Rights Agreement releases and discharges Altimo and Altimo Cooperatief from all claims and demands under or in connection with the Registration Rights Agreement, insofar as they relate to whether known or unknown or arising before, on, or after the Mortgage Loans, under any early payment default or first payment default provisions date 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 Loansthis Amendment.

Assignment and Assumption. (a) The Assignor hereby assigns Upon and subject to the Assignee all occurrence of its right, title and interest in and to the Mortgage LoansEffective Time, the Flow SWSACompany hereby assigns, and the Trade ConfirmationNew Topco hereby assumes, to the extent relating to the Mortgage Loans (other than the rights and obligations of the Assignor Company under the Warrant Agreement and the FPAC Warrants, including the obligation to indemnification thereunder)issue New Topco Shares upon the exercise of the FPAC Warrants, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 New Topco hereby agrees to faithfully perform, satisfy and discharge when due, the release liabilities and obligations of the Assignor from any obligations Company under the Flow SWSA from Warrant Agreement and after the date hereofFPAC Warrants. As a result of the preceding sentence, upon and subject to the extent relating occurrence of the Effective Time, each FPAC Warrant will be exchanged for a warrant to purchase New Topco Shares pursuant to the Mortgage Loansterms and conditions of the Warrant Agreement. (b) The Assignor represents New Topco acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA 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 Company’s obligations thereunder shall be valid and enforceable as against New Topco upon consummation of the Merger and shall not be impaired or limited by the Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer This Warrant Assumption Agreement is being executed and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA delivered pursuant and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed subject to the Assignee hereunderWarrant Agreement. Nothing in this Warrant Assumption Agreement shall, providedor shall be deemed to, howeverdefeat, that such amendmentlimit, modification alter, impair, enhance or termination shall not affect enlarge any right, obligation, claim or be binding on remedy created by the AssigneeWarrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (d) The Assignor hereby assigns to Notwithstanding the Assignee, any rights arbitration provision set forth in New Topco’s Articles 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 ConfirmationAssociation, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance choice 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), law 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 jurisdiction provisions set forth in the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 Parties to the Mortgage LoansWarrant Agreement and this Warrant Assumption Agreement in all respects. New Topco hereby waives any objection to the jurisdiction provision governing the terms of the Warrant Agreement and this Warrant Assumption Agreement.

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 LoansAdjustment Time, expenses accrued under Governmental Permits and Seller Contracts which correspond to a period of time prior to the Flow SWSA, 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 Trade Confirmation, 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 Flow 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 LoansBusiness. (b) The Assignor represents and warrants Buyer will not assume or have any responsibility for any liabilities or obligations of Seller which arise out of, result from, or relate to, (i) the Excluded Assets or (ii) the conduct of the Business prior to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. Adjustment Time (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 except to the extent such provision relates to a Purchase Price adjustment in Buyer's favor was made under Section 3.3(b)) (collectively, 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"Excluded Liabilities"). (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 all of its right, title and interest in in, to and to under the Mortgage Loans, the Flow SWSA, Loans and the Trade ConfirmationAgreements, 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 Flow SWSA and the Trade ConfirmationAgreements (as amended hereby), to the extent relating to the Mortgage Loans Loans, and only 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 Agreements 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 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 shall not be deemed to make the representations and warranties in Section 7 of either Purchase Agreement. (b) The Assignor represents and warrants Simultaneously with the execution of this Assignment Agreement, on February 26, 2007, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the trade confirmation dated as of January 3, 2007 (the “Trade Confirmation”), by and between the Assignee that the Assignor has not taken any action which would serve to impair or encumber and the Assignor’s ownership interest in . The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans since after February 1, 2007 (the date of “Assigned Loans Cut-off Date”) and all unscheduled payments or other proceeds or other recoveries on the Flow SWSA or Mortgage Loans received on and after 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 each of the Flow SWSA and the Trade Confirmation 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. (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 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, the Flow SWSACompany, and the Trade ConfirmationCompany hereby assumes, to the extent relating to the Mortgage Loans (other than the rights and obligations of Spartan under the Assignor to indemnification thereunder)Warrant Agreement and the Spartan Warrants, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 Company hereby agrees to faithfully perform, satisfy and discharge when due, the release 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 from any obligations under Allego Warrants. As a result of the Flow SWSA from preceding sentence, upon and after the date hereof, subject to the extent relating to occurrence of the Mortgage LoansEffective Time, each Spartan Warrant will be converted into an Allego Warrant. (b) The Assignor represents Company acknowledges and warrants agrees that, subject 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 terms of the Flow SWSA Warrant 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 Trade Confirmationexecution or effectiveness of this Warrant Assumption Agreement. (c) The Servicer and Notwithstanding anything to the Assignor contrary herein or in the Warrant Agreement, if any Allego Warrant shall have remain unexercised immediately before the right to amend, modify or terminate each conclusion of the Flow SWSA Exercise Period specified in the Warrant Agreement (including any extension of such Exercise Period), such Allego Warrant shall, automatically and the Trade Confirmation without the joinder necessity 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 any action on the Assigneepart of any person, be cancelled and cease to exist. (d) The Assignor hereby assigns This Warrant Assumption Agreement is being executed and delivered pursuant and subject to the AssigneeWarrant 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 rights of the Assignor with respect to early payment defaults right, obligation, claim 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 remedy created by the terms of each Trade Confirmation)Warrant Agreement or any other document or instrument delivered pursuant to or in connection with it. (e) Notwithstanding any provision The choice 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 law and jurisdiction 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 Warrant Agreement and is being retained by the Assignor. (f) The Trust (including the Trustee and the Master Servicer acting on the Trust’s behalf) this Warrant Assumption Agreement shall have all continue to govern 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 parties to the Mortgage LoansWarrant 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 Warrant Assumption Agreement.

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 or if such an act would violate the rights of any third party in and to the Mortgage Loans, Purchased Assets or otherwise affect adversely the Flow SWSArights of Buyer in the Purchased Assets, and the Trade Confirmation, applicable Consent has not been obtained on or prior to the extent relating to the Mortgage Loans Closing Date, this Agreement shall not constitute an actual or attempted sale, assignment, transfer or delivery of such Purchased Asset (other than the rights 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 to indemnification thereunder)Closing Date, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade ConfirmationBuyer may designate in its sole discretion any Material Contract, to the extent relating to the Mortgage Loans from and after the date hereofnot included as a Seller Contract, 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 Loansas a Restricted Asset hereunder. (b) The Assignor represents and warrants In any such case, if the Closing has occurred, Seller shall use commercially reasonable efforts to the Assignee obtain, as soon as practicable, such Consent. Buyer shall cooperate reasonably with Seller in obtaining such Consents, provided, that the Assignor has Buyer shall not taken be required unless Buyer expressly agrees to pay any action which would serve cash consideration therefor or give or allow to impair remain in effect any guaranty, letter of credit, performance bond or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmationother financial assurance. (c) The Servicer and the Assignor Until such Consent shall have been obtained, Buyer shall at its expense (unless Seller failed to disclose to Buyer the right existence of such Restricted Asset prior to amendthe Closing, modify 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 terminate each of other arrangement, in any case reasonably satisfactory to Buyer, which results in Buyer receiving all the Flow SWSA benefits and bearing all the Trade Confirmation without the joinder of the Assignee ordinary course costs, Liabilities and other obligations 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 Assigneeeach Restricted Asset. (d) The Assignor hereby assigns 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, but not the obligation, to either (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 AssigneePost-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, any rights and Seller will not terminate or breach (or cause a breach of) the Post-Closing Contracts for a period of sixty (60) days following the Closing Date in furtherance 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 Assignorherein. (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, the Flow SWSA, Loans and the Trade ConfirmationSale and Servicing Agreement, 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 Flow SWSA Sale and the Trade ConfirmationServicing Agreement, 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 Sale and Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of any representations and warranties made in Sections 3.01 or 3.02 of the Sale and the Servicing Agreement, or for any obligation (if any such obligation exists under the Sale and Servicing Agreement) to indemnify the Servicer for any acts or omissions of the Assignor that occurred prior to the date hereof, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale and Servicing Agreement. (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 each of the Flow SWSA Sale and the Trade Confirmation 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 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. From and after the date hereof (a) The Assignor the “Closing Date”), the Servicer shall and does hereby assigns recognize that the Seller will transfer the Mortgage Loans and assign its rights under the Servicing Agreement to XXXX XX and that XXXX XX will thereafter transfer the Mortgage Loans and assign its rights under the Servicing Agreement to the Assignee all Trust. The Servicer acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of its rightthe Mortgage Loans, title (ii) the Servicer shall look solely to the Trust for performance of any obligations of the Seller insofar as they relate to the enforcement of the representations, warranties and interest in and covenants with respect to the Mortgage Loans, the Flow 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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: (aiii) 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 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 remedies available to the Assignor, Purchaser insofar as they relate to the Mortgage Loans, under any early payment default or first payment default provisions of the Trade Confirmation Servicing Agreement, including, without limitation, the enforcement of the repurchase document delivery requirements set forth thereinin Section 5.03 of the Servicing Agreement, and shall be entitled to enforce all of the obligations of the Seller 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 and, with respect to obligations of the 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 deemed to refer to the Trust. Neither the Servicer nor the Seller shall amend or agree to amend, modify, waive, or otherwise alter any of the terms or provisions of the Servicing Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Servicer’s performance under the Servicing Agreement with respect to the Mortgage Loans 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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofJanuary 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 Flow SWSA Servicing Agreement from and after January 30, 2007, to the date hereofextent 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. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 LoansAssignee.

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, to and under (a) the Mortgage Loans, (b) the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans and (c) the Servicing Agreement with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Mortgage Loan Purchase Agreement or the Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.1 and 3.2 of the Mortgage Loan Purchase Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in those sections against the Sellers. 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 Servicing Agreement 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 Agreement, the Assignee shall become the “Owner” under the Servicing Agreement with respect to the Mortgage Loans, and all representations, warranties and covenants by the Flow SWSA, and the Trade Confirmation, “Company” to the extent relating “Owner” under the Servicing Agreement with respect to the Mortgage Loans (other than including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from this Agreement on and after the date hereof, of this Assignment 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 LoansAssumption Agreement. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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, the Flow SWSA, Loans and the Trade ConfirmationGSMC 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 Flow SWSA and the Trade ConfirmationPurchase Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer Company hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Purchase Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (ba) 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 's ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationPurchase Agreement. (cb) The Servicer Novelle and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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. (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. (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, the Flow SWSA, and the Trade Confirmation, 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 Flow SWSA Credit Agreement and the Trade Confirmationother Loan Documents, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 Assignee's Percentage Share of the repurchase requirements Assignor's Commitment and L/C Commitment and any outstanding Loans and participations in outstanding Letters of Credit. The assignment set forth therein, and in this Section 1(a) shall be entitled 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 enforce the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Servicer thereunder insofar as they relate Credit Agreement with a Commitment in an amount equal to the Mortgage LoansAssigned 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 such obligations have been assumed by the Assignee, including with respect to its L/C Commitment. (3) After giving effect to the assignment and assumption, on the Effective Date (i) the Assignee's Commitment will be ____________________________________ United States dollars (U.S.$_________________), (ii) the Assignee's L/C Commitment will be ________________________ United States dollars (U.S.$ ____________) and (iii) the Assignee's Commitment Percentage will be __%.

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 all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofSeptember 28, 2006, 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 Servicing Agreement from and after September 28, 2006, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after September 28, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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, the Flow SWSA, BofA Agreements and the Trade ConfirmationServicing 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 Flow SWSA BofA Agreements and the Trade ConfirmationServicing Agreement, 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 BofA Agreements and 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 warranties made in Section 4 of the Underlying Assignment Agreement or Section 2.7 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA Underlying Assignment Agreement, the Servicing Agreement or the Trade Confirmationeach Commitment Letter, as applicable. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and Servicing Agreement or the Trade Confirmation 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. (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 ConfirmationUnderlying 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 Trade Confirmation Commitment Letters (to the extent required by the terms of each Trade ConfirmationCommitment Letter). (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 trust (including the Trustee and the Master Servicer acting on the Trusttrust’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 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) 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, the Flow SWSA, Loans and the Trade ConfirmationGSMC Assignment Agreement (including without limitation the rights of GSMC under the Sale and Servicing Agreement and the Sale and Servicing Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights GSMC Assignment Agreement, but excluding Subsection 7.04 of the Assignor to indemnification thereunder)Sale and Servicing Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA Sale and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereofJuly 30, 2007, 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 Sale and Servicing Agreement from and after the date hereofJuly 30, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale and Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and Servicing Agreement or the Trade Confirmation 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 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 Effective at the Effective Time, Willbros Panama hereby assigns to the Assignee Company all of its right, title the rights and interest benefits of Willbros Panama in respect of the Warrants and to the Mortgage Loansother Transaction Documents. (b) Effective at the Effective Time, the Flow 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 Company hereby assumes all of the Assignor’s obligations of Willbros Panama under the Flow SWSA Warrants 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmationother Transaction Documents. (c) The Servicer Effective at the Effective Time, the Company shall succeed to, and be substituted for (so that from and after the Effective Time, the provisions of the Warrants and the Assignor other Transaction Documents referring to the “Company” shall have refer to Willbros Delaware instead of Willbros Panama), and may exercise every right and power of, Willbros Panama under the right to amend, modify or terminate each of the Flow SWSA Warrants and the Trade Confirmation without other Transaction Documents with the joinder of same effect as if Willbros Delaware had been named as 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 AssigneeCompany therein. (d) The Assignor hereby assigns After the Effective Time, the Company shall deliver to each Holder of a Warrant in exchange for such Warrant a security of the Company evidenced by a written instrument substantially similar in form and substance to the AssigneeWarrant, any rights including without limitation the same exercise price of the Assignor with respect US $19.03, subject to early payment defaults or first payment defaults adjustment as provided in the Trade Confirmationsuch Warrant, but only and exercisable for a corresponding number of Willbros Delaware Common Shares equivalent to the extent shares of Willbros Panama Common Stock acquirable and receivable upon exercise of such provision relates Warrant (without regard to any limitations on the exercise of such Warrant) prior 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)Merger. (e) Notwithstanding This Assumption Agreement is being executed and delivered pursuant and subject to the Warrants. Nothing in this Assumption Agreement shall, or shall be deemed to, defeat, limit, alter, impair, enhance or enlarge any provision right, obligation, claim or remedy created by the Warrants or any 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 Assignorother Transaction Documents. (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. 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, the Flow 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 assume all of the Forest Owner Obligations unconditionally without modification or amendment; (2) the conveying Forest Owner (“Assignor’s obligations under ”) and Assignee both execute the Flow SWSA Assignment and Assumption Agreement in substantially the Trade Confirmation, form attached hereto as Exhibit E (the "Assignment and Assumption Agreement"); (3) the Assignor delivers a copy of the fully executed Assignment and Assumption Agreement 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. Reserve within fifteen (b15) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 days of the date of such repurchaseexecution; 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, (b) accrued interest on such outstanding principal balance 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 applicable Mortgage Reserve’s reasonable discretion. The Parties expressly agree that any conveyance, transfer, delegation, or assignment by any Forest Owner of any Forest Owner Obligation or Interest Rate in the Property in violation of this Section 5 shall be void and not 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 date interest 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 liable for any Forest Owner Obligation, which arose during the time that the Assignor held an Interest in the Property or was last paid through subject to or liable for any Forest Owner Obligation. Assignor shall provide the last day Assignee with copies of the month in which such repurchase takes place, (c) the amount of this Agreement and all exhibits attached hereto and any outstanding advances owed amendments thereto. Assignee shall be deemed to the servicer (so long as Nat City is not the servicer)have received this Agreement and all exhibits attached hereto, and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City is not such servicer) or by amendments thereto, in accordance with the Trustee, including without limitation costs and expenses incurred notice provisions in the enforcement Section 10 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 Assignorthis Agreement. (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) 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 Site. It is understood that it is possible that the identity of the 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 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 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 rightinterests in the Site and/or the Dealership during the Covenant Period, title the consent of the Agency (which shall not be unreasonably withheld, conditioned or delayed) shall be required for each such assignment or transfer, and such consent shall be granted if (i) the proposed assignee expressly assumes, in writing, Dealer’s unexecuted obligations hereunder as to times following the effective date of the assignment (in which event Dealer shall thereafter be released from such assumed obligations); (ii) the proposed assignee has demonstrated to the reasonable satisfaction of the Agency that such person or entity has adequate financial capacity and operating experience to own the Site or operate the Dealership, as the case may be; and (iii) no default exists under the Agreement. The Agency’s consent rights under this Paragraph 6 shall terminate and be of no further force or effect upon the expiration or earlier termination of the 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 or causing any third party or parties to 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 Mortgage Loans, the Flow SWSA, City and/or Agency any Dealership Sales Tax Revenue Shortfall Amount 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 AssignorDealer’s obligations under the Flow SWSA this Agreement 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 hereofPromissory Note, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee together 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 Xxxxxx X. Key under the Servicer thereunder insofar as they relate to the Mortgage LoansGuaranty, shall each terminate and be of no further force or effect.

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 the Flow SWSAAgreements, 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 Flow SWSA 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 Flow SWSA Servicing Agreement from and after the date hereofFebruary 28, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationUnderlying Assignment Agreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 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, GSMC Assignment Agreement (including without limitation the Flow SWSA, rights and obligations of GSMC under the Trade Confirmation, Servicing 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 Flow SWSA and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from that arise only on and after December 29, 2006; provided, however, it is understood and agreed upon by the date hereofparties hereto, and that the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor from any obligations under the Flow SWSA from and after the date hereof, pursuant to the extent relating 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 Mortgage LoansServicing Agreement arising prior to December 29, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationAssignor acquired such Mortgage Loans. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 hereby assigns Notwithstanding anything to the Assignee, any rights of the Assignor with respect to early payment defaults or first payment defaults contrary 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 contraryServicing Agreement, in the event any Mortgage Loan is repurchased by the Servicer is obligated to make an advance pursuant to any early payment default or first payment default provisions of the Trade ConfirmationServicing Agreement, the “Repurchase Price” payable to the Assignee aggregate payment due 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 minimum monthly payment due under the Trade Confirmation. It is hereby understood that the right to any excess over such amount set forth in the definition mortgage note, net of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignorservicing fees. (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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofMay 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 Flow SWSA Servicing Agreement from and after May 26, 2006, to the date hereofextent 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. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofDecember 29, 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 Flow SWSA Servicing Agreement from and after December 29, 2006, to the date hereofextent 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 December 29, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 LoansAssignee.

Assignment and Assumption. (a) The On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans and to all rights related thereto as provided under the Mortgage Loans, the Flow SWSA, and the Trade Confirmation, Agreement to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor to indemnification thereunderunder the Agreement), and the Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges accepts such assignment and assumption from the Assignor and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Agreement, to the extent of the Specified Mortgage Loans, from and after the date hereof, to and each of the extent relating to Seller and the Mortgage LoansServicer hereby acknowledges such assignment, assumption and release. (b) The On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the AssignorAssignee’s ownership interest interests in the Specified Mortgage Loans since the date of the Flow SWSA or Assignor’s acquisition of the Trade ConfirmationSpecified Mortgage Loans. (c) The Servicer Assignor, the Seller and the Assignor Servicer shall have the right to amend, modify or terminate each of the Flow SWSA and Agreement or the Trade Confirmation PPTL 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 under the heading “Early Payment Default” in the Trade ConfirmationPPTL, but only to the extent such provision relates to the Specified Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Trade Confirmation PPTL (to the extent required by the terms of each Trade ConfirmationPPTL). (e) Notwithstanding any provision of the Trade Confirmation PPTL to the contrary, in the event any Specified Mortgage Loan is repurchased by the Servicer Seller pursuant to any early payment default or first payment default the Early Payment Default provisions of the Trade ConfirmationPPTL, 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 Servicer (so long as Nat City PHH is not the servicerServicer), and (d) any reasonable costs and expenses incurred by any servicer the Trustee or (so long as Nat City PHH is not such servicerthe Servicer) or by the Trusteeany Servicer, including without limitation costs and expenses incurred in the enforcement of the ServicerCompany’s repurchase obligation under the Trade ConfirmationPPTL. 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 PPTL 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 Specified Mortgage Loans, under any early payment default or first payment default the “Early Payment Default” provisions of the Trade Confirmation PPTL including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer Company thereunder insofar as they relate to the Specified 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, the Flow SWSA, GSMC Assignment Agreement and the Trade ConfirmationServicing 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 Flow SWSA and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereofOctober 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 Flow SWSA Servicing Agreement from and after the date hereofOctober 30, 2006, to the extent relating to the Mortgage Loans; 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 arising prior to October 30, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Servicing Agreement and the Trade ConfirmationCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and Servicing Agreement or the Trade Confirmation 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. (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 ConfirmationCommitment 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 Trade Confirmation Commitment Letter (to the extent required by the terms of each Trade ConfirmationCommitment Letter). (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 trust (including the Trustee and the Master Servicer acting on the Trusttrust’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 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 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 the Flow SWSAAgreements, and all of its rights under Section Q of the Trade ConfirmationPPTL, 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 Flow SWSA Agreements and Section Q of the Trade ConfirmationPPTL, 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 Flow SWSA Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationUnderlying Assignment Agreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 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 all of its right, title and interest in and to the Mortgage Loans, the Flow SWSA, Loans and the Trade ConfirmationSale/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 Flow 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 hereofSale/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) The 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 represents and warrants hereby grants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber a first priority security interest in all of the Assignor’s ownership right, title and interest in the in, to and under, whether now owned or hereafter acquired, such Mortgage Loans since the date of the Flow SWSA or the Trade Confirmationand other property; and (iii) 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 each of the Flow SWSA and the Trade Confirmation 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. (d) The Assignor hereby assigns to the Assignee, any rights of the Assignor with respect to early payment defaults Assignee 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 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, the Flow SWSA, and the Trade Confirmation, 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 Flow SWSA and the Trade ConfirmationCredit Agreement, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 Assignee's Percentage Share of the repurchase requirements Assignor's Commitment and any outstanding Loans. The assignment set forth therein, and in this Section 1(a) shall be entitled without recourse to, or representation or warranty (except as expressly provided in this Agreement) by, the Assignor. (b) With effect on and after the Effective Date, the Assignee shall be a party to enforce the Credit Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Lender under the Servicer thereunder insofar as they relate Credit Agreement with a Commitment in an amount equal to the Mortgage LoansAssigned 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 Lender. 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 such obligations have been assumed by the Assignee. (c) After giving effect to the assignment and assumption, on the Effective Date, the Assignee's Tranche A Commitment will be _______________________________ United States dollars (U.S.$__________). After giving effect to such assignment and assumption, on the Effective Date, the Assignee's Tranche B Commitment will be _______________ United States dollars (U.S.$________).

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, the Flow SWSA, Receivables and the Trade ConfirmationPurchase and Servicing Agreement, 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 Flow SWSA Purchase and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans Receivables from and after the date hereof, and the Servicer HNB hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Purchase and Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage LoansReceivables. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.03 of the Purchase and Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) SECTION 1.02 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 's ownership interest in the Mortgage Loans Receivables since the date of the Flow SWSA or the Trade ConfirmationPurchase and Servicing Agreement. (c) The Servicer SECTION 1.03 HNB and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Purchase and the Trade Confirmation 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. (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 all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofJuly 28, 2006, 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 Servicing Agreement from and after July 28, 2006, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after July 28, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 LoansAssignee.

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 LoansEmployment Agreements) relating to such assets due to Xxxxxx and Liman pursuant to Section 10 of the Employment 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 Flow SWSA"Assignment of Obligations") to Pledgor, Pledgee's obligations and liabilities set forth on Schedule 2 annexed hereto, which the Trade Confirmationparties 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 Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans Obligations when due from and after the date hereofClosing. In the event that Pledgor fails to pay any Obligation when it becomes due, and the Servicer hereby acknowledges Pledgee shall pay such assignment and assumption and hereby agrees to the release amount on behalf of the Assignor from any obligations under the Flow SWSA from and after the date hereofPledgor, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor then Pledgor shall have the right to amend, modify or terminate each of the 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) pay the amount of any outstanding advances owed such Obligation 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 Pledgee with such amount set forth carrying interest at a rate of 10.0% per annum from the due date for such Obligation until satisfied in the definition accordance with Section 10 of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignorthis Agreement. (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 Conduit Mortgage Loans, the Flow SWSA, GSMC Assignment Agreement and the Trade ConfirmationAgreements, 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 Flow SWSA Agreements, subject to the rights and obligations of the Trade ConfirmationMaster Servicer set forth in Section 2(d) of the GSMC AAR, to the extent relating to the Conduit Mortgage Loans Loans, from and after October 1, 2007; provided, however, it is understood and agreed upon by the date hereofparties hereto, and that the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release Assignee shall not be liable for (i) any breach of any obligation or representation of the Assignor from any obligations under the Flow SWSA from and after the date hereof, pursuant to the extent relating 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 Mortgage LoansServicing Agreement arising prior to October 1, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor’s ownership interest in the Conduit Mortgage Loans since the date of the Flow SWSA or the Trade Confirmationrelated MLPA. (c) The Servicer Assignor and the Assignor Subservicer shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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. 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 Trade ConfirmationPPTL 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 Trade Confirmation PPTL Agreements (to the extent required by the terms of each Trade ConfirmationPPTL Agreement). (e) Notwithstanding any provision of the Trade Confirmation PPTL Agreements to the contrary, in the event any Conduit Mortgage Loan is repurchased by the Servicer pursuant to any early payment default or first payment default provisions of the Trade ConfirmationPPTL 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 (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 Confirmationapplicable 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 Trade Confirmation PPTL Agreement is not being sold or assigned hereunder and is being retained by the AssignorGSMC. (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 Trade Confirmation PPTL Agreements 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 Conduit Mortgage LoansLoans unless otherwise stated in the Trust 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, and all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofDecember 29, 2006, 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 Servicing Agreement from and after December 29, 2006, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after December 29, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 LoansAssignee.

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, the Flow SWSA, Sale and Servicing Agreement and the Trade ConfirmationMemorandum of Sale, 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 Flow SWSA Sale and the Trade ConfirmationServicing Agreement (as amended hereby), to the extent relating to the Mortgage Loans Loans, and only the Mortgage Loans, from and after the date hereof, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Sale and 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 Seller further agree that any reference in the Sale and Servicing Agreement to “Bank of America, N.A.” is deleted in its entirety and replaced with “Xxxxxxx Sachs Mortgage Company.” (b) The Assignor represents and warrants Simultaneously with the execution of this Assignment Agreement, on April 27, 2005, the Assignee shall pay to the Assignor the purchase price as calculated pursuant to the trade confirmation dated as of February 17, 2005 (the “Trade Confirmation”), by and between the Assignee that the Assignor has not taken any action which would serve to impair or encumber and the Assignor’s ownership interest in . The Assignee shall pay the purchase price payable under the Trade Confirmation by wire transfer of immediately available funds to the account specified by the Assignor. The Assignee shall be entitled to all scheduled payments due on the Mortgage Loans since after April 1, 2005 (the date of “Assigned Loans Cut-off Date”) and all unscheduled payments or other proceeds or other recoveries on the Flow SWSA or Mortgage Loans received on and after the Assigned Loans Cut-off Date except as otherwise specified in the Trade Confirmation. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and the Trade Confirmation 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. (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 all of its right, title and interest in and to the Assigned Mortgage Loans, the Flow SWSA, Sale and Servicing Agreement and the Trade ConfirmationCustody 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 Flow SWSA Sale and the Trade ConfirmationServicing Agreement, to the extent relating to the Assigned Mortgage Loans 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 Sale and Servicing Agreement from and after the date hereof, 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 is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor’s 's ownership interest in the Assigned Mortgage Loans since the date of the Flow SWSA Sale and Servicing Agreement or the Trade ConfirmationCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and Servicing Agreement and the Trade Confirmation 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 AssigneeAssignee 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 Trade ConfirmationCommitment 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 Trade Confirmation Commitment Letter (to the extent required by the terms of each Trade ConfirmationCommitment Letter). (e) Notwithstanding any provision of the Trade Confirmation Commitment Letter to the contrary, in the event any Assigned Mortgage Loan is repurchased by the Servicer Seller pursuant to any early payment default or first payment default provisions of the Trade ConfirmationCommitment 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 Nat City Bank of America is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City Bank of America is not such servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the ServicerSeller’s repurchase obligation under the Trade ConfirmationCommitment 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 Trade Confirmation 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 Trade Confirmation 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 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, the Flow 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 Flow 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 LoansParticipation]. (b) The Assignee hereby assumes from Assignor, and Assignor represents is hereby expressly and warrants absolutely released from, the Percentage of all of Assignor's obligations arising under the Loan Documents relating to Assignor's Australian Commitment and any Australian Loans and Assignor Participations outstanding thereunder, including without limitation all such obligations with respect to any Australian Loans to be made and any participations in Australian Letters of Credit to be purchased, pursuant to the Credit Agreement [, and Assignee that hereby purchases from Assignor the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationAssignee Participation]. (c) The Servicer and Notwithstanding any provisions of this Agreement to the Assignor shall have the right to amendcontrary, modify or terminate each of the Flow SWSA Assignor and Assignee hereby acknowledges and confirms its understanding and agreement that the Trade Confirmation without the joinder 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 with respect to mortgage loans not conveyed to acknowledges that the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on 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) The Assignor hereby assigns to the Assignee, any rights represents and warrants that as of the Assignor effective date of this Agreement the respective amounts of unpaid principal, accrued but unpaid interest and accrued but unpaid fees with respect to early payment defaults or first payment defaults in the Trade Confirmation, but only 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 extent such provision relates 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 Mortgage Loans. The foregoing shall constitute effective date of this Agreement, the amount of $_________________ in immediately available funds by wire transfer to Assignor’s consent to the assignment of the Trade Confirmation (to the extent required by the terms of each Trade Confirmation)'s office at ___________________________________________________________. (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 Assignor and 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) 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 advances owed under the Commitment and the Australian Lender Pro Rata Share of Assignee after giving effect to the servicer (so long as Nat City is not assignment and assumption [and the servicer), sale 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 Assignorpurchase] described above. (f) The Trust (including Assignor and Assignee hereby agree that, upon giving effect to the Trustee assignment and assumption [and the Master Servicer acting on sale and purchase] described above, Assignee shall be a party to the Trust’s behalf) Credit Agreement as an Australian Lender thereunder, and shall have all of the rights and remedies available to obligations under 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 thereinLoan Documents of, and shall be entitled deemed to enforce have made all the obligations of the Servicer covenants and agreements contained in the Loan Documents made by, an Australian Lender having the 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 shall effect [(A)] the assignment by Assignor and the assumption by Assignee of the Percentage of Assignor's rights and obligations with respect to Assignor's Australian Commitment and Australian Allocation and any Australian Loans and Assignor Participations outstanding thereunder insofar as they relate 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 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 Mortgage Loanseffective date of this Agreement or subsequent thereto.

Assignment and Assumption. a. Commencing on the commencement date of the Assignment Period as the same is set forth in Exhibit A to this Temporary Assignment Agreement (a) The Assignor hereby assigns to the Assignee all of its right“Exhibit A”, title and interest in and to the Mortgage Loanssuch date, the Flow SWSA“Commencement Date”), Assignor agrees to assign 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 the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of obligations under the Assignor to indemnification thereunderFirm 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 accepts such temporary assignment and assumes all of the Assignor’s obligations under the Flow SWSA such contracted capacity and the Trade Confirmationassociated contractual rights, to the extent relating to the Mortgage Loans from and after the date hereofduties, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, obligations; 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 Commencement Date, the exercise of which rights will not violate any maximum or minimum quantity requirements or limitations applicable under the Assignor Firm Service Agreement. The reservation charge applicable to Assignee. (d) ’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 Assignor hereby assigns 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, any rights of fuel charges, and surcharges applicable to Assignor’s service under the Assignor with respect to early payment defaults or first payment defaults in Firm Service Agreement. d. For the Trade Confirmationavoidance of doubt, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of contemplated by this Temporary Assignment Agreement shall not be effective until 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.Commencement Date

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, the Flow SWSA, Sale and Servicing Agreement and the Trade Confirmation, 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 Flow SWSA Sale and Servicing Agreement and the Trade Confirmation, to the extent relating to the Assigned Mortgage Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Sale and Servicing Agreement from and after the date hereof, to the extent relating to the Assigned Mortgage Loans. (b) 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 Assigned Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale and Servicing Agreement. (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 each of the Flow SWSA Sale and the Trade Confirmation 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 hereby assigns to Assignee or 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 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, the Flow SWSA, and the Trade ConfirmationConfirmations, 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 Flow SWSA and the Trade ConfirmationConfirmations, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationConfirmations. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Confirmations without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (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 Confirmations (to the extent required by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation Confirmations 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 ConfirmationConfirmations, 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 applicable 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 Confirmations 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 At the Closing, the Seller will assign to the Assignee all of its right, title and interest in and to Buyer the Mortgage Loans, the Flow SWSALiabilities, and the Trade ConfirmationBuyer 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 extent relating 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 Mortgage Loans (other than contrary, except as expressly provided in this Section 2.4 and in the rights Assumption Agreement, the Buyer does not and will not assume or become liable, or otherwise be responsible, for any obligations or liabilities of the Assignor to indemnification thereunderSeller, 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 the Assignee hereby assumes agrees to satisfy and discharge, and otherwise be responsible for, all of the Assignor’s obligations under Retained Liabilities, including without limitation the Flow 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 Retained Liabilities set forth on Part II of the Assignor from any obligations under the Flow SWSA from and after the date hereof, to the extent relating to the Mortgage LoansSchedule 2.4. (b) The Assignor represents and warrants to Notwithstanding the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 Section 2.4(a) above, at the Trade ConfirmationClosing, the “Repurchase Price” payable Buyer may, if reasonably necessary, elect to assume the Assignee shall be an amount equal to the sum of: (a) the Seller's floor plan indebtedness outstanding principal balance of such Mortgage Loan as of the date Closing and/or other indebtedness outstanding as of such repurchasethe Closing, (b) in which case the Aggregate Purchase Price payable in cash at the Closing will be reduced by the unpaid principal of, and accrued interest on on, such indebtedness outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day as of the month in which such repurchase takes placeClosing, (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 estoppel and/or payoff letters from the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold respective lenders, or assigned hereunder and is being retained as otherwise mutually agreed by the Assignor. (f) The Trust (including the Trustee Buyer and the Master Servicer acting on Seller. In the Trust’s behalf) event of such assumption, such indebtedness 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 become part of the Trade Confirmation "Liabilities" for all purposes of this Agreement (including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the indemnification obligations of the Servicer thereunder insofar as they relate Buyer under Section 10.6 below); provided, however that the Seller and the Stockholders shall indemnify the Buyer for any breaches or defaults of the Seller with respect to the Mortgage Loanssuch floor plan arrangements and agreements.

Assignment and Assumption. (a) The Assignor hereby irrevocably grants, transfers and assigns to the Assignee all of its rightthe Assignor's rights and obligations as "Buyer" under the Asset Purchase Agreement. Such transferred obligations include, title among others, the obligation of the Buyer to assume, pay, perform and interest discharge the Assumed Liabilities on the terms set forth in and the Asset Purchase Agreement. Notwithstanding anything to the Mortgage Loanscontrary contained in the Asset Purchase Agreement, the Flow SWSAparties hereto agree that the Assignor shall not assume and shall not have any obligation to assume, pay, perform and the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights discharge any of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 LoansAssumed Liabilities. (b) The Assignor represents Assignee hereby irrevocably accepts and warrants assumes all of the Assignor's rights and obligations as "Buyer" under the Asset Purchase Agreement. The Assignee acknowledges and agrees that the assumed obligations include, among others, the obligation of the Buyer to assume, pay, perform and discharge the Assumed Liabilities on the terms set forth in the Asset Purchase Agreement and, notwithstanding anything to the Assignee that contrary contained in the Asset Purchase 1193079.02-NYCSR03A - MSW Agreement, (1) the Assignor has shall not taken assume and shall not have any action which would serve obligation to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date assume, pay, perform and discharge any of the Flow SWSA or Assumed Liabilities and (2) the Trade ConfirmationAssignee shall have no recourse to the Assignor with respect to the Assumed Liabilities. (c) The Servicer Subject to clause 1(e) below, the Sellers acknowledge and agree that the Assignor shall have the right to amend, modify or terminate each Assignee has assumed all of the Flow SWSA Assignor's rights and obligations as "Buyer" under 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 AssigneeAsset Purchase Agreement. (d) The Assignor hereby assigns Each instance of the term "Buyer" in the Asset Purchase Agreement shall be deemed to refer 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 anything set forth herein 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 accordance with Section 12.3 of the Trade ConfirmationAsset Purchase Agreement, the “Repurchase Price” payable Assignor shall continue to the be liable jointly and severally with Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance for all 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 its obligations 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 AssignorAsset Purchase Agreement. (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 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 or if such an act would violate the rights of any third party in and to the Mortgage Loans, Purchased Assets or otherwise affect adversely the Flow SWSArights of Buyer in the Purchased Assets, and the Trade Confirmation, applicable Consent has not been obtained on or prior to the extent relating to the Mortgage Loans Closing Date, this Agreement shall not constitute an actual or attempted sale, assignment, transfer or delivery of such Purchased Asset (other than the rights of the Assignor to indemnification thereundereach, a “Restricted Asset”). Unless and until any such Consent is obtained, such Restricted Asset shall not constitute a Purchased Asset and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 Loansassociated Liability shall not constitute an Assumed Liability for any purpose hereunder. (b) The Assignor represents and warrants In any such case, if the Closing has occurred, Seller shall use its best efforts to the Assignee obtain, as soon as practicable, such Consent. Buyer shall cooperate reasonably with Seller in obtaining such Consents, provided, that the Assignor has Buyer shall not taken be required to pay any action which would serve cash consideration therefor or give or allow to impair remain in effect any guaranty, letter of credit, performance bond or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmationother financial assurance. (c) The Servicer and 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 each of which results in Buyer receiving all the Flow SWSA benefits and bearing all the Trade Confirmation without the joinder of the Assignee ordinary course costs, Liabilities and other obligations 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 Assigneeeach Restricted Asset. (d) The Assignor hereby assigns 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, but not the obligation, to either (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 AssigneePost-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, any rights and Seller will not terminate or breach (or cause a breach of) the Post-Closing Contracts for a period of sixty (60) days following the Closing Date in furtherance 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 Assignorherein. (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, the Flow SWSA, Loans and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans (other than Loans, with the rights exception of its right to indemnification from the Seller and the Servicer under the Sale Agreement for liabilities the Assignor may incur relating to information provided to the Assignor by the Seller in connection with any Pass-Through Transfer or securitization of the Assignor to indemnification thereunder), and the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans from and after the date hereofAugust 24, 2006, and the Servicer and the Seller hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations under the Flow SWSA Sale Agreement from and after the date hereofAugust 24, 2006, 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 warranties made in Sections 7.01 and 7.02 of the Sale Agreement, or (ii) for any obligation (if any such obligation exists under the Sale Agreement) to indemnify the Seller or the Servicer for any acts or omissions of the Assignor that occurred prior to August 1, 2006, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale Agreement. (c) The Seller, the Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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. (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 Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans and (b) the Wxxxx Fargo Agreements with respect to the Mortgage Loans; provided, however, that the Assignor is not 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 SWSAServicing Agreement, and all representations, warranties and covenants by the Trade Confirmation“Company” or the “Seller”, as applicable, to the extent relating “Purchaser” under the Purchase Agreements and 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 “Owner” under the Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 ConfirmationServicing Agreement including, 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 Confirmationnot limited to, the “Repurchase Price” payable rights 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), receive indemnification 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 Confirmationdocument delivery requirements, shall accrue to Assignee by virtue of this Assignment and Assumption Agreement. It is hereby understood Assignor acknowledges and agrees that the right to any excess over such amount set forth in the definition upon execution of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder this Assignment 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 AssignorAssumption Agreement, insofar as they relate with respect to the Mortgage Loans, under any early payment default or first payment default provisions of all representations, warranties and covenants and the Trade Confirmation including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled ability to enforce all the obligations of representations, warranties and covenants by the Servicer thereunder insofar “Company” or the “Seller”, as they relate applicable, to the Mortgage Loans“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 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, purposes hereof) without the Flow SWSA, and the Trade Confirmation, 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 Flow SWSA and Tiverton Lessee or (ii) the Trade Confirmation, to Ownership Interest in 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 LoansRumford Lessee. (b) The Assignor represents and warrants Notwithstanding any of the foregoing in this Section 8.4, the Guarantor may transfer a majority (or more) of its Ownership Interest in the Tiverton Lessee to the Assignee a single third party, provided that the Assignor has not taken any action 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 following conditions: (i) unless the Owner Participant shall have consented to such assignment, such transferee, or a party which would serve unconditionally guarantees such transferee's obligations under the Operative Documents assigned to impair such transferee (A) shall have significant experience owning or encumber the Assignor’s ownership interest operating gas-fired electric generating facilities in the Mortgage Loans since the date United Sates and (B) shall have a tangible net worth of the Flow SWSA or the Trade Confirmation.at least $1 billion after giving effect to such transfer; (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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: (aii) 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 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 definition transferee shall own (A) at least a majority of “Repurchase Price” set forth the Ownership Interest of the Tiverton Lessee and (B) at least a majority of the Ownership Interest of the Rumford Lessee; (iii) such transfer occurs (i) subsequent to the tenth year of the Facility Lease Term of the Tiverton Lessee and the Rumford Lessee and (ii) when the aggregate principal amount of the Tiverton Notes is less than $50 million and the aggregate principal amount of the Rumford Notes is less than $50 million; (iv) neither the transferee nor any Affiliate of the transferee shall be involved in any Trade Confirmation is not being sold or assigned hereunder and is being retained by material litigation with the Assignor.Owner Participant; (fv) The Trust the Rating Agencies shall have confirmed that after giving effect to such transfer, the Certificates (including the Trustee if then outstanding) 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 transferee (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.a party

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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofSeptember 28, 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 Flow SWSA Servicing Agreement from and after September 28, 2006, to the date hereofextent 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 September 28, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 LoansAssignee.

Assignment and Assumption. (a) 4.1 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 the Mortgage Loans, the Flow 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 ConfirmationSite. It is hereby understood that it is possible that the right identity of the fee owner of the Site (the “Owner”) or portions thereof may be different from the operator of the Dealership (the “Operator”). Wherever the term Dealer is used in this Agreement, such term shall be deemed 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 refer to the Assignor, insofar as they relate to the Mortgage Loans, under Dealer and/or Owner and/or Operator and any early payment default authorized successor or first payment default provisions assign of the Trade Confirmation including, without limitation, the enforcement of the repurchase requirements set forth therein, Dealer and/or Owner and/or Operator as provided herein and shall be entitled to enforce all the obligations of the Servicer thereunder insofar Dealer and/or Owner and/or Operator shall be joint and several. During the Covenant Period, the Dealer shall include reference to this Agreement in any lease or operating agreement respecting the Site, and each lessee or Operator must, in such lease or operating agreement, acknowledge and agree (i) that its interests, rights and obligations are subject to this Agreement, (ii) the General Motors Corporation has approved the assignment and (iii) that it must comply, or enable the 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 Dealerships during the Covenant Period, the consent of the City (which shall not be unreasonably withheld, conditioned or delayed) shall be required for each such assignment or transfer, and such consent shall be granted if (i) the proposed assignee expressly assumes, in writing, Dealer’s unexecuted obligations hereunder as they relate to times following the effective date of the assignment (in which event Dealer shall thereafter be released from such assumed obligations); (ii) the proposed assignee has demonstrated to the Mortgage Loansreasonable satisfaction of the City and the General Motors Corporation that such person or entity has adequate financial capacity and operating experience to own the Site or operate the Dealership, as the case may be; and (iii) no default exists under the Agreement. The City’s consent rights under this Paragraph 7 shall terminate and be of no further force or effect upon the expiration or earlier termination of the 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 or causing any third party or parties to perform any of Dealer’s obligations hereunder, provided that in such event Dealer shall remain fully responsible to City for the performance of the Covenant during the Covenant Period.

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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofMay 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 Flow SWSA Servicing Agreement from and after May 30, 2007, to the date hereofextent 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 May 30, 2007, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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, the Flow SWSA, Sale and the Trade ConfirmationServicing Agreement, 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 obligations under the Flow SWSA Sale and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereofOctober 30, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Sale and Servicing Agreement from and after the date hereofOctober 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Sale and Servicing Agreement and the Trade ConfirmationPPTL. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and Servicing Agreement or the Trade Confirmation 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 Trade ConfirmationPPTL, 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 PPTL (to the extent required by the terms of each Trade ConfirmationPPTL). (e) Notwithstanding any provision of the Trade Confirmation PPTL to the contrary, in the event any Mortgage Loan is repurchased by the Servicer Seller pursuant to any early payment default or first payment default provisions of the Trade ConfirmationPPTL, 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 PHH is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City PHH is not such the servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the ServicerSeller’s repurchase obligation under the Trade ConfirmationPPTL. 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 PPTL 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 PPTL including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer Seller 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 Mortgage Loans, the Flow SWSA, and the Trade ConfirmationConfirmations, 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 Flow SWSA and the Trade ConfirmationConfirmations, 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationConfirmations. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Confirmations without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (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 ConfirmationConfirmations, 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 Confirmations (to the extent required by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation Confirmations 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 ConfirmationConfirmations, 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 ConfirmationConfirmations. 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 Confirmations 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, the Flow SWSA, Loans and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans (other than Loans, with the rights exception of its right to indemnification from the Seller and the Servicer under the Sale Agreement for liabilities the Assignor may incur relating to information provided to the Assignor by the Seller in connection with any Pass-Through Transfer or securitization of the Assignor to indemnification thereunder), and the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans from and after the date hereofJanuary 30, 2006, and the Servicer and the Seller hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations under the Flow SWSA Sale Agreement from and after the date hereofJanuary 30, 2006, 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 warranties made in Sections 7.01 and 7.02 of the Sale Agreement, or (ii) for any obligation (if any such obligation exists under the Sale Agreement) to indemnify the Seller or the Servicer for any acts or omissions of the Assignor that occurred prior to January 1, 2006, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale Agreement. (c) The Seller, the Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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. (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 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 of Assignor, as Purchaser, in, to and under (i) the Specified Mortgage Loans; and (ii) the Purchase Agreement,, but only to the extent of the Specified Mortgage Loans. For purposes of this Assignment Agreement, the term “Purchase Agreement” includes any separate bxxx of sale, assignment and conveyance or other instrument pursuant to which Seller and Assignor 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 hereunder any and all right, title and interest in, to and under 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, as amended or supplemented is in full force and effect as of the date hereof, (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 terms may be set out in a Purchase Price and Terms Letter, as defined in the Purchase Agreement, and (iv) Seller sold, conveyed and transferred each Specified Mortgage Loan to Assignor pursuant to the Purchase Agreement. (c) The Assignee agrees to be bound, as Purchaser, by all of the terms, covenants and conditions of the Purchase Agreement and the Specified Mortgage Loans, the Flow 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 Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereof, the Assignee assumes for the benefit of each of the Seller and the Servicer hereby acknowledges such assignment and assumption and hereby agrees Assignor all of the Assignor’s obligations as Purchaser thereunder with respect 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 Specified Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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. 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, the Flow 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 Flow SWSA Purchase Agreement and Letter Agreement DCT-026/98, dated as of June 17, 1998 between Solitair and Embraer, as amended (the Trade Confirmation"Letter Agreement"), in regard 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.Assigned Aircraft; and (b) The Assignor represents and warrants all its remaining rights with respect to the Delivered Aircraft under the Purchase Agreement and Letter Agreement (the "Assigned Rights and Obligations"), subject to the terms and conditions herein. This assignment shall be effective as of the date provided 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 has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Assigned Rights and Obligations above and agrees to be bound by and perform all the Trade Confirmation. (c) obligations resulting from such assignment. The Servicer Assignee further undertakes to perform all obligations, undertakings and covenants in regard to the Assigned Rights and Obligations as if the Assignee had been an original party to the Purchase Agreement, and 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 effective date of this Agreement. 1.3. Assignor hereby agrees that promptly after delivery of each of the Flow SWSA Remaining Solitair Aircraft, Assignor will assign to Assignee its remaining rights under the Purchase Agreement and the Trade Confirmation without the joinder of the Assignee 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 AssigneeAircraft. (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 For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, and subject to the Assignee terms and conditions set forth in the Agreement, Assignor sells, assigns and transfers to Assignee, its successors and assigns forever, all of its Assignor's right, title and interest in in, to and under the Assigned Assets, free and clear of all encumbrances other than Permitted Encumbrances, to have and to hold forever. As of the Mortgage LoansEffective Date, Assignees accept the Flow SWSAassignment, and assume and agree to perform and satisfy all Assumed Liabilities in, under or related to the Trade ConfirmationAssigned Assets. Notwithstanding the foregoing, to the extent relating that the sale, assignment and 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 Mortgage Loans (other than Effective Date, then the rights 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 Assignor parties hereto. To the greatest extent permitted by law, all Assumed Liabilities in, under or related to indemnification thereunder)any such asset shall be, and the shall for all purposes be deemed to be, assumed by Assignee hereby assumes all as of the Assignor’s obligations under Effective Date and Assignee shall thereafter be fully responsible and liable therefor. This Assignment incorporates by reference the Flow SWSA representations and the Trade Confirmation, to the extent relating to the Mortgage Loans from and after the date hereofwarranties, and the Servicer hereby acknowledges such assignment associated limitations and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA from and after the date hereofdisclaimers, to the extent relating to the Mortgage Loans. (b) 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 made in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee Agreement with respect to mortgage loans not conveyed 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 Assignee hereunderparties hereto, providedtheir respective successors and assigns. This Assignment, howeverbeing further documentation of the transactions contemplated by the Agreement, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Assignor hereby assigns is subject in all respects to the Assignee, any rights terms and conditions of the Assignor with respect to early payment defaults or first payment defaults in Agreement. In the Trade Confirmation, but only to the extent such event of a conflict between any 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 this Assignment and any provision of the Trade Confirmation to Agreement, 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, Agreement shall control. Capitalized terms used but not defined in this Assignment shall have the “Repurchase Price” payable meanings ascribed to them in the Assignee Agreement. This Assignment shall be governed by the laws of the South Dakota. This Assignment may be executed in counterparts, each of which when so executed will be deemed to be an amount equal original and when taken together shall constitute the entire and same agreement. Executed by Assignor and Assignees to the sum of: (a) the outstanding principal balance of such Mortgage Loan be effective as of the date Effective Date. Assignor: Assignee: [Homestake Mining Company of such repurchaseCalifornia, a California corporation][LAC Minerals (bUSA) accrued interest on such outstanding principal balance at LLC, a Delaware limited liability company] Dakota Territory Resource Corp., a Nevada corporation By: ______________________________________________________ Name:____________________________________________________ Title: ____________________________________________________ By: ______________________________________________________ Name:____________________________________________________ Title: ____________________________________________________ This Xxxx of Sale (the applicable Mortgage Interest Rate from the date interest was last paid through the last day "Xxxx 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 servicerSale"), and executed to be effective as of [___] (dthe "Effective Date"), is made by [Homestake Mining Company of California, a California corporation][LAC Minerals (USA) any reasonable costs and expenses incurred by any servicer (so long as Nat City is not such servicer) or by the TrusteeLLC, 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 limitationa Delaware limited liability company], the enforcement address 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 repurchase requirements set forth thereinaddress of which is 000 Xxxxxxxx Xxxxx, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage LoansXxxxx 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, and all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 obligations under the Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofApril 30, 2007, 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 Servicing Agreement from and after April 30, 2007, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and xxxxxx agrees to the release of the Assignor from any obligations under the Sale Agreement from and after April 30, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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, the Flow SWSA, Securitization Agreements and the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), Related Documents and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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 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 release Securitization Agreements and the other Related Documents (whether arising or accruing before, on or after the consummation of the Assignor from any obligations under the Flow SWSA from New Pameco Merger) and after the date hereofNew 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 LoansSecuritization Agreements and the other Related Documents. (b) The Assignor represents New Pameco agrees that all rights, titles and warrants interests acquired by New Pameco in the Transferred Receivables of Old Pameco as a result of the consummation of the New Pameco Merger shall continue to be subject to the Assignee that rights, titles and interests of Redwood under the Assignor has not taken any action which would serve to impair or encumber Purchase Agreement and the Assignor’s ownership interest in other Related Documents. For avoidance of doubt, New Pameco agrees that, from and after the Mortgage Loans since the date consummation of the Flow SWSA New Pameco Merger, (i) New Pameco shall sell or contribute to PSC all Receivables originated by New Pameco, all in accordance with the Trade Confirmation. Transfer Agreement, (cii) The Servicer New Pameco shall be and shall serve as the "Originator" and the Assignor shall have the right to amend, modify or terminate each "Servicer" for all purposes of the Flow SWSA Securitization Agreements and the Trade Confirmation without the joinder other Related Documents and shall perform and observe all of the Assignee with respect to mortgage loans not conveyed covenants, duties, agreements, terms, conditions, obligations and liabilities of the "Originator" and the "Servicer" thereunder to the Assignee hereunder, provided, however, that such amendment, modification or termination shall not affect or be binding same extent as if it were an original signatory thereto and on the Assignee. (d) The Assignor hereby assigns terms and subject to the Assignee, any rights conditions of the Assignor with respect to early payment defaults or first payment defaults in Securitization Agreements and 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)other Related Documents, and (diii) all references to the "Originator", the "Parent", the "Servicer" or the "Inventory Borrower" in 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 Securitization Agreements or 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 other Related Documents shall be entitled deemed to enforce all the obligations of the Servicer thereunder insofar be references to New Pameco as they relate successor by merger to the Mortgage LoansOld Pameco and Holdings.

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 and the Flow SWSA, 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 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 Servicer Seller pursuant to any early payment default or first payment default 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 (so long as Nat City is not the servicer)Servicer, and (d) any reasonable costs and expenses incurred by the Trustee or any servicer (so long as Nat City is not such servicer) or by the TrusteeServicer, including without limitation costs and expenses incurred in the enforcement of the ServicerCompany’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 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 Servicer 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 Mortgage Loans, the Flow 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 TrusteeAssignee, 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 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 all of its right, title and interest in and to the Mortgage Loans, the Flow SWSA, Loans and the Trade ConfirmationServicing 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 Flow SWSA and the Trade ConfirmationServicing Agreement, 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 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 warranties made in Section 2.7 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA Servicing Agreement or the Trade ConfirmationCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and Servicing Agreement or the Trade Confirmation 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. (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 ConfirmationCommitment 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 Trade Confirmation Commitment Letter (to the extent required by the terms of each Trade ConfirmationCommitment Letter). (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 trust (including the Trustee and the Master Servicer acting on the Trusttrust’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 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 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, the Flow SWSALiabilities, and the Trade ConfirmationBuyer 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 extent relating 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 Mortgage Loans (other than contrary, except as expressly provided in this Section 2.4 and in the rights Assumption Agreement, the Buyer does not and will not assume or become liable, or otherwise be responsible, for any obligations or liabilities of the Assignor to indemnification thereunderSeller, 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 the Assignee hereby assumes agrees to satisfy and discharge, and otherwise be responsible for, all of the Assignor’s obligations under Retained Liabilities, including without limitation the Flow 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 Retained Liabilities set forth on Part II of the Assignor from any obligations under the Flow SWSA from and after the date hereof, to the extent relating to the Mortgage LoansSchedule 2.4. (b) The Assignor represents and warrants to Notwithstanding the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 Section 2.4(a) above, at the Trade ConfirmationClosing, the “Repurchase Price” payable Buyer may, if reasonably necessary, elect to assume the Assignee shall be an amount equal to the sum of: (a) the Seller's floor plan indebtedness outstanding principal balance of such Mortgage Loan as of the date Closing and/or other indebtedness outstanding as of such repurchasethe Closing, (b) in which case the Initial Purchase Price payable in cash at the Closing will be reduced by the unpaid principal of, and accrued interest on on, such indebtedness outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day as of the month in which such repurchase takes placeClosing, (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 estoppel and/or payoff letters from the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold respective lenders, or assigned hereunder and is being retained as otherwise mutually agreed by the Assignor. (f) The Trust (including the Trustee Buyer and the Master Servicer acting on Seller. In the Trust’s behalf) event of such assumption, such indebtedness 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 become part of the Trade Confirmation "Liabilities" for all purposes of this Agreement (including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the indemnification obligations of the Servicer thereunder insofar as they relate Buyer under Section 10.6 below); provided, however that the Seller and the Stockholders shall indemnify the Buyer for any breaches or defaults of the Seller with respect to the Mortgage Loanssuch floor plan arrangements and agreements.

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, except as described below, that certain Mortgage Loan Purchase and Interim Servicing Agreement dated as of [Date] (the Flow SWSA“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 Trade ConfirmationCompany, 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, and in each case from and after the date hereof. The Assignee hereby assumes all of the Assignor’s rights and obligations under the Purchase Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)Loans, and the Assignee hereby assumes agrees to be bound as “Purchaser” by all of the Assignor’s obligations under terms and conditions of the Flow SWSA and the Trade ConfirmationPurchase Agreement, to the extent relating to the Mortgage Loans in each case from and after the date hereof, and the Servicer Company hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Purchase Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) 2. The Assignor represents specifically reserves and warrants does not assign to the Assignee that the Assignor has not taken hereunder any action which would serve and all right, title and interest in, to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA under 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 obligations of the Assignor with respect to early payment defaults or first payment defaults in the Trade Confirmation, but only any mortgage loans subject to the extent such provision relates to Purchase Agreement which are not the Mortgage Loans. The foregoing shall constitute Loans set forth on 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 Schedule set forth 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 Exhibit A and are 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 subject 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 Assignorthis Agreement. (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 Notwithstanding anything herein to the Assignee contrary, if an attempted sale, assignment, transfer or delivery of any Asset would be ineffective without the consent of any Third Person, 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 the applicable consent has not been obtained on or prior to the 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 until 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 provided in Section 2.4(c). (b) 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 obtained, Seller shall sell, transfer, convey, assign and deliver to Buyer, for no additional consideration, all of its Seller’s right, title and interest in and to the Mortgage Loans, the Flow SWSAsuch Restricted Asset, and the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights such Restricted Asset shall constitute an Asset and all associated Liabilities shall constitute Liabilities of the Assignor to indemnification thereunder), and the Assignee hereby assumes Buyer for all of the Assignor’s obligations under the Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and purposes hereunder 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmationdate. (c) The Servicer and 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 each of which results in Buyer receiving all the Flow SWSA benefits and bearing all the Trade Confirmation without 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 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 Restricted Asset had constituted an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan Asset 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 AssignorClosing. (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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofAugust 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 Flow SWSA Servicing Agreement from and after August 25, 2006, to the date hereofextent 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. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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.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 all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofJune 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 Flow SWSA Servicing Agreement from and after June 30, 2006, to the date hereofextent 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. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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, the Flow SWSA, Loans and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans (other than Loans, with the rights exception of its right to indemnification from the Seller and the Servicer under the Sale Agreement for liabilities the Assignor may incur relating to information provided to the Assignor by the Seller in connection with any Pass-Through Transfer or securitization of the Assignor to indemnification thereunder), and the Mortgage Loans. The Assignee hereby assumes all of the Assignor’s obligations under the Flow SWSA and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans from and after the date hereofApril 28, 2006, and the Servicer and the Seller hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations under the Flow SWSA Sale Agreement from and after the date hereofApril 28, 2006, 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 warranties made in Sections 7.01 and 7.02 of the Sale Agreement, or (ii) for any obligation (if any such obligation exists under the Sale Agreement) to indemnify the Seller or the Servicer for any acts or omissions of the Assignor that occurred prior to April 1, 2006, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationSale Agreement. (c) The Seller, the Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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. (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 all of its right, title and interest in and to the Mortgage Loans, the Flow SWSA, and the Trade ConfirmationServicing Agreement, 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 Flow SWSA Servicing Agreement and the Trade ConfirmationCustodial Agreement, to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer and the Custodian hereby acknowledges acknowledge such assignment and assumption and hereby each agrees to the release of the Assignor from any obligations under the Flow SWSA 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 warranties made in Section 2.7 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Servicing Agreement and the Trade Confirmationapplicable date of each Commitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each the Servicing Agreement or the Commitment Letters without the joinder of the Flow SWSA 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 Trade Confirmation 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 Trade ConfirmationCommitment 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 Trade Confirmation Commitment Letters (to the extent required by the terms of each Trade ConfirmationCommitment Letter). (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 behalf of the Trust’s behalfTrust 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 Trade Confirmation 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 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 all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofJanuary 30, 2007, 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 Servicing Agreement from and after January 30, 2007, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after January 30, 2007, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofMarch 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 Flow SWSA Servicing Agreement from and after March 30, 2006, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after March 30, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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.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, the Flow SWSA, Sale and the Trade ConfirmationServicing Agreement, 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 obligations under the Flow SWSA Sale and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereofAugust 25, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Flow SWSA Sale and Servicing Agreement from and after the date hereofAugust 25, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Sale and Servicing Agreement and the Trade ConfirmationPPTL. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Sale and Servicing Agreement or the Trade Confirmation 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 under the heading “Early Payment Default” in the Trade ConfirmationPPTL, but only to the extent such provision relates to the Specified Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment of the Trade Confirmation PPTL (to the extent required by the terms of each Trade ConfirmationPPTL). (e) Notwithstanding any provision of the Trade Confirmation PPTL to the contrary, in the event any Specified Mortgage Loan is repurchased by the Servicer Seller pursuant to any early payment default or first payment default the Early Payment Default provisions of the Trade ConfirmationPPTL, 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 Servicer (so long as Nat City PHH is not the servicerServicer), and (d) any reasonable costs and expenses incurred by any servicer the Trustee or (so long as Nat City PHH is not such servicerthe Servicer) or by the Trusteeany Servicer, including without limitation costs and expenses incurred in the enforcement of the ServicerCompany’s repurchase obligation under the Trade ConfirmationPPTL. 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 PPTL 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 Specified Mortgage Loans, under any early payment default or first payment default the “Early Payment Default” provisions of the Trade Confirmation PPTL including, without limitation, the enforcement of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations of the Servicer Company thereunder insofar as they relate to 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 LoansEmployment Agreements) relating to such assets due to Xxxxxx and Liman pursuant to Section 10 of the Employment 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 Flow SWSA"ASSIGNMENT OF OBLIGATIONS") to Pledgor, Pledgee's obligations and liabilities set forth on SCHEDULE 2 annexed hereto, which the Trade Confirmationparties 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 Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans Obligations when due from and after the date hereofClosing. In the event that Pledgor fails to pay any Obligation when it becomes due, and the Servicer hereby acknowledges Pledgee shall pay such assignment and assumption and hereby agrees to the release amount on behalf of the Assignor from any obligations under the Flow SWSA from and after the date hereofPledgor, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor then Pledgor shall have the right to amend, modify or terminate each of the 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) pay the amount of any outstanding advances owed such Obligation 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 Pledgee with such amount set forth carrying interest at a rate of 10.0% per annum from the due date for such Obligation until satisfied in the definition accordance with Section 10 of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by the Assignorthis Agreement. (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 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 LoansLease, the Flow SWSA, Cleaning Agreement and the Trade ConfirmationFF&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 Assignor’s obligations under other Conditions listed in the Flow SWSA Escrow Agreement between Assignor and Assignee dated effective as of February 24, 1999 have been met and the Trade Confirmation, Consideration is delivered to Assignor. 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, Effective Date to assume and discharge all of the Servicer hereby acknowledges such assignment liabilities and assumption obligations of Assignor under the Lease and hereby Cleaning Agreement and agrees to the release be personally bound by and upon all of the covenants, agreements, terms, provisions and conditions thereof on the part of Assignor from any obligations under the Flow SWSA to be performed or observed from and after the date hereofEffective Date, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee further agrees that the Assignor has not taken provisions of Section 15.1 of the Lease shall, notwithstanding any action which would serve future assignment or transfer, continue to impair or encumber the Assignor’s ownership interest be binding upon it in the Mortgage Loans since future in the date 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 currently employed by Contractor in the Building, of the Flow SWSA or charges for additional cleaning services is acceptable and Landlord agrees to cause such Contractor to only escalate the Trade Confirmation. charges for such additional services from year to year as is consistent with past practice (c) The Servicer based on increases in the hourly wage rate for employment of porters in Class A office Buildings, from time to time established by agreement between RAB and the Assignor shall have the right to amend, modify or terminate each Local 32B-32J of the Flow SWSA and Building Service Employees International Union AFL-CIO or by the Trade Confirmation without successors to either or both of them, as provided in the joinder of the Assignee Cleaning Agreement with respect to mortgage loans not conveyed cleaning cost escalation). The kinds and frequency of additional cleaning services of Contractor used by Assignee are subject to agreement by Contractor and Assignee, 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 hereunder, provided, however, have reviewed the methods and procedures used by Contractor in calculating cleaning cost escalations under the Cleaning Agreement and agree that such amendment, modification or termination shall not affect or methods and procedures may 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 used at calculating such provision relates to the Mortgage Loanscleaning cost escalations going forward. 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 repurchaseindemnify, (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), defend 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 save harmless Assignor, insofar as they relate to the Mortgage Loansits officers, under agents, servants and employees from and against any early payment default claims, liability, expense, suit, damage, action or first payment default provisions of the Trade Confirmation 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 enforcement property of Assignee) at the Premises arising out of Assignee's possession of the repurchase requirements set forth thereinPremises 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 breach of Assignee's duty to apportion fixed minimum rent and Additional Rent (as hereinafter defined), or to promptly refund to Assignor any payments or credits received from either Landlord or Contractor in respect of any matter pertaining to the Lease or the Cleaning Agreement for periods prior to the Effective Date, as described more fully in paragraph (e). Assignor shall be entitled 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 enforce all the obligations property of Assignor) at the Premises arising out of Assignor's possession of the Servicer thereunder insofar as they relate Premises occurring prior to the Mortgage LoansEffective Date, except to the extent caused by the negligent or willful actions prior to the Effective Date of Assignee, its officers, agents, servants or employees, (ii) 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 Lease or Cleaning Agreement for periods prior to the Effective Date, as described more fully in paragraph (e), or (iii) the breach or inaccuracy of any representation, warranty, certification, covenant or agreement made by Assignor in this Agreement or in Assignor's estoppel certificate ("Estoppel Certificate") to be -------------------- delivered by Assignor to 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, Loans and the Flow SWSAAgreements, 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 Flow SWSA 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 Flow SWSA Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationUnderlying Assignment Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 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 Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans, the Flow SWSA, and the Trade Confirmationas in, to and under (a) the extent relating to the Mortgage Assigned Loans (other than the rights of the Assignor to indemnification thereunder), and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee Purchase Agreement with respect to mortgage loans not conveyed to the Assignee hereunder, Assigned Loans; provided, however, that such amendment, modification or termination shall the Assignor is not affect or be binding on the Assignee. (d) The Assignor hereby assigns assigning to the AssigneeAssignee any of its right, title or interest, in, to and under the Purchase Agreement with respect to any rights mortgage loan other than the Assigned Loans listed on Attachment 1. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.01 and Section 3.02 of the Purchase Agreement, and any obligation of the Company to cure, repurchase or substitute for a mortgage loan and to indemnify the Assignor with respect to early payment defaults or first payment defaults in the Trade Confirmation, but only a breach of such representations and warranties pursuant to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment Section 3.03 and Section 8.01 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)Purchase Agreement, and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City the Assignor 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 retaining the right to any excess over such amount set forth in enforce the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder representations and is being retained by the Assignor. (f) The Trust (including the Trustee warranties 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 Company set forth in those sections against the Company. In addition, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, 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 they relate such Sections grant to the Purchaser the right to terminate the servicing of defaulted Mortgage LoansLoans and/or REO Properties by the Company), 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 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 transaction 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"). Notwithstanding anything to the contrary contained herein, the Flow SWSAAssignor is not assigning to the Assignee any of its right, title and the Trade Confirmationinterest as "Purchaser" in, to and under the extent relating Purchase Agreement with respect to any other mortgage 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 Mortgage Loans (other than the rights of the Assignor to indemnification thereunder), Assignee and the Assignee hereby assumes all of the Assignor’s obligations under the Flow 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. (b) The Assignor represents and warrants to the Assignee 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 taken limited to, any action which would serve obligation to impair or encumber the Assignor’s ownership interest in repurchase any of the Mortgage Loans since or to indemnify the date 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 Flow SWSA or "Purchaser" under the Trade Confirmation. (c) The Servicer Purchase Agreement, and all representations, warranties and covenants by the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed "Seller" to the Assignee hereunder, provided, however, that "Purchaser" under 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 ConfirmationPurchase Agreement including, but only not limited to, the rights to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment require repurchase 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 and to receive indemnification, shall accrue to Assignee by the Servicer pursuant to any early payment default or first payment default provisions virtue 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 Assignorthis Agreement. (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. THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION (a“Bill of Sale”) The Assignor hereby assigns to is made and executed as of this 31st day of May , 2024, by and between Frankly Media LLC, a Delaware limited liability company (“Assignor”) and UNIV, Ltd. (“Assignee”). In consideration of the Assignee all receipt of its right, title Ten Dollars ($10.00) and interest other good and valuable consideration in and to the Mortgage Loanshand paid, the Flow SWSAreceipt and sufficiency of which is hereby acknowledged by Assignor, Assignor does hereby SELL, CONVEY, ASSIGN, TRANSFER, SET OVER and the Trade ConfirmationDELIVER to Assignee, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)its successors and assigns, and the Assignee hereby assumes all of the Assignor’s obligations under following, without any warranty, only the Flow SWSA tangible and the Trade Confirmationintangible property constituting the Assets set forth on Schedule A attached hereto and incorporated by reference, but not otherwise. TO HAVE AND TO HOLD the same, subject as aforesaid and without warranty, unto Assignee, its successors and assigns. Assignee hereby accepts the assignment of the Assets and agrees to assume and discharge, in accordance with the extent relating to terms thereof, all of the Mortgage Loans obligations accruing thereunder from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby . Assignee agrees to the release of the indemnify and hold harmless Assignor from any cost, liability, damage or expense (including reasonable attorneys’ fees) arising out of or relating to Assignee’s failure to perform any of the obligations of Assignee under the Flow SWSA Assets arising from and accruing on or after the date hereof. Assignor agrees to indemnify and hold harmless Assignee from any cost, liability, damage or expense (including reasonable attorneys’ fees) arising out of or relating to Assignor’s failure to perform any of the obligations of Assignor under the Assets, to the extent relating accruing prior to the Mortgage Loans. (b) The Assignor represents date hereof. This Bill of Sale shall be binding upon and warrants shall inure to the benefit of Assignor and Assignee that and their respective successors and assigns. This Bill of Sale may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the Assignor has not taken any action which would serve to impair or encumber same instrument. This Bill of Sale shall be governed by and construed in accordance with the Assignor’s ownership interest in the Mortgage Loans since the date laws of the Flow SWSA or the Trade ConfirmationState of Florida. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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, Loans and the Flow SWSAAgreements, 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 Flow SWSA 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 Flow SWSA Servicing Agreement from and after the date hereofFebruary 28, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationUnderlying Assignment Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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 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. In addition to the foregoing, the Borrower may replace any Non-Consenting Lender pursuant to Section 4.13. Notwithstanding the foregoing, this Agreement and the other Loan Documents may be amended (or amended and restated), modified or supplemented with the written consent of the Administrative Agent and the Borrower (a) The Assignor hereby assigns to the Assignee all of its rightcure any ambiguity, title and interest in and to the Mortgage Loansomission, the Flow SWSAdefect or inconsistency, 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 so long as such amendment, modification or termination shall supplement does not adversely affect or be binding on the Assignee. (d) The Assignor hereby assigns to the Assignee, any rights of any Lender or 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 repurchaseIssuing Lender, (b) to add one or more additional credit facilities with respect to Incremental Term Loans to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest on such outstanding principal balance at and fees in respect thereof to share ratably in the applicable Mortgage Interest Rate from benefits of this Agreement and the date other Loan Documents with the Term Loans, as applicable, and the accrued interest was last paid through the last day of the month and fees in which such repurchase takes place, respect thereof and (c) to include appropriately the amount Lenders holding such credit facilities in any determination of any outstanding advances owed the Required Lenders and Majority Facility Lenders; provided, that the conditions set forth in Section 2.4 are satisfied. Anything herein to the servicer (so long contrary notwithstanding, during such period as Nat City a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the servicer), Commitment and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City is the outstanding Loans or other extensions of credit of such Lender hereunder will not such servicer) be taken into account in determining whether the Required Lenders or by the Trustee, including without limitation costs and expenses incurred in the enforcement all of the Servicer’s repurchase obligation under Lenders, as required, have approved any such amendment or waiver (and the Trade Confirmation. It is hereby understood that definitions of “Required Lenders” and “Majority Facility Lenders” and “Majority Pro Rata Lenders” will automatically be deemed modified accordingly for the right duration of such period); provided that, subject to any excess over such amount the limitations set forth in the first paragraph of this Section 11.1, any such amendment or waiver that would increase or extend the term of the Commitment of such Defaulting Lender, extend the date fixed for the payment of principal or interest owing to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder, reduce any percentage specified in the definition of “Repurchase Price” set forth in any Trade Confirmation is not being sold or assigned hereunder and is being retained by Required Lender, disproportionately affect such Defaulting Lender as compared to other Lenders holding 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 same Class of Loans, under any early payment default or first payment default provisions alter the terms of this proviso, will require the Trade Confirmation including, without limitation, the enforcement consent 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 Loanssuch Defaulting Lender.

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 all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofFebruary 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 Flow SWSA Servicing Agreement from and after February 24, 2006, to the date hereofextent 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. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 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 all rights and obligations of the Flow SWSA, Assignor under the Servicing Agreement and the Trade ConfirmationSale 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans Loans, from and after the date hereofApril 28, 2006, 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 Servicing Agreement from and after April 28, 2006, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or the Trade ConfirmationServicing Agreement and Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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 LoansAssignee.

Assignment and Assumption. 1.1 Assignor hereby assigns, transfers and sets over to Assignee, and Assignee hereby assumes, all of Assignor’s right, title, interest, powers, privileges, remedies, duties, liabilities and obligations under the Assigned Agreements, effective as of the Effective Date. As of the Effective Date, (a) The Assignee shall become entitled to all of such right, title, interest, powers, privileges and remedies of Assignor hereby assigns and subject to all of such duties, liabilities and obligations of Assignor, in each case, as if Assignee were the original party to the Assignee all Assigned Agreements instead of its right, title and interest in and to the Mortgage Loans, the Flow SWSAAssignor, and (b) Assignor shall have no further obligation or liability under the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assigned Agreements whatsoever; provided that Assignor to indemnification thereunder)shall remain a third-party beneficiary of, and retain the Assignee hereby assumes right to enforce, all of the Assignor’s obligations under non-competition, non-solicitation, non-disclosure and other restrictive covenant provisions contained in the Flow SWSA and the Trade Confirmation, Assigned Agreements. 1.2 Employee hereby consents 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 Assigned Agreements in the Flow SWSA from and after the date manner contemplated in Section 1.1 hereof, to the extent relating to the Mortgage Loans. (b) 1.3 The Assignor represents Parties acknowledge and warrants to agree that, upon and following 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 consummation of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amendTransaction, modify or terminate each of the 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 all of the date of such repurchase, (b) accrued interest on such outstanding principal balance at references in the applicable Mortgage Interest Rate from the date interest was last paid through the last day Employment Agreement to “President of the month in which such repurchase takes place, (c) the amount Company” or “President of any outstanding advances owed KLX” shall be deemed to refer to the servicer Board of Managers of Assignee (so long or such senior officer of Assignee as Nat City is not may be duly designated from time to time by the servicerBoard of Managers of Assignee), and (db) 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 all references 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 Employment Agreement to the Assignor, insofar as they relate “Compensation Committee” or “Board of Directors” of Assignor shall be deemed to refer to the Mortgage Loansequivalent body of Assignee, under any early payment default or first payment default provisions of the Trade Confirmation including, without limitationif none, the enforcement Board of the repurchase requirements set forth therein, and shall be entitled to enforce all the obligations Managers of the Servicer thereunder insofar as they relate to the Mortgage LoansAssignee.

Assignment and Assumption. 1.1 Subject to the terms and conditions of this Assignment and Assumption, (ai) The the Assignor hereby assigns to the Assignee all of its rightsells, title transfers and interest in and to the Mortgage Loans, the Flow 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 Flow 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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 and (ii) the Assignee hereby purchases, assumes and undertakes from the Assignor, without recourse and without representation or warranty (except as provided in this Assignment and Assumption) _____% (the “Assignee’s Percentage Share”) of (A) the Commitment of the Assignor with respect to early payment defaults or first payment defaults in the Trade Confirmationand (B) all related rights, but only to the extent such provision relates to the Mortgage Loans. The foregoing shall constitute the Assignor’s consent to the assignment benefits, obligations, liabilities and indemnities of the Trade Confirmation (to Assignor under and in connection with the extent required by Credit Agreement, the terms of each Trade Confirmation)Loan Documents and the Co-Lender Agreement. 1.2 With effect on and after the Effective Date (e) Notwithstanding any provision of the Trade Confirmation to the contraryas defined in Section 5 hereof), 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 a party to the Credit Agreement and the Co-Lender Agreement and succeed to all of the rights and be obligated to perform all of the obligations of a Bank under the Credit Agreement and the Co-Lender Agreement, including the requirements concerning confidentiality and the payment of indemnification, with a Commitment in an amount equal to the sum of: (a) Assigned Amount. The Assignee agrees that it will perform in accordance with their terms all of the outstanding principal balance obligations which it is required to perform as a Bank under the Credit Agreement or the Co-Lender Agreement. It is the intent of such Mortgage Loan the parties hereto that the Commitment of the Assignor shall, as of the date of 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 and the Co-Lender Agreement to the extent such repurchaseobligations have been assumed by the Assignee; provided, (b) accrued interest on such outstanding principal balance at however, the applicable Mortgage Interest Rate from the date interest was last paid through the last day Assignor shall not relinquish its rights under Section of the month in which such repurchase takes place, (c) Credit Agreement or Section 9.4 of the amount of any outstanding advances owed Co-Lender Agreement 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 extent 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 time prior to the Trade Confirmation including, without limitation, Effective Date. 1.3 After giving effect to the enforcement of the repurchase requirements assignment and assumption set forth thereinherein, and shall on the Effective Date the Assignor’s Commitment will be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate $__________. 1.4 After giving effect to the Mortgage Loansassignment and assumption set forth herein, on the Effective Date the Assignee’s Commitment will be $__________.

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, the Flow SWSA, Loans and the Trade Confirmation, GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing 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 Flow SWSA Servicing Agreement and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans that arise from and after the date hereofApril 28, 2006, 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 Servicing Agreement from and after April 28, 2006, to the date hereofextent relating to the Mortgage Loans and Countrywide hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreement from and after April 28, 2006, to the extent relating to the Mortgage Loans. (b) 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 's ownership interest in the Mortgage Loans since the date respective dates of the Flow SWSA or Servicing Agreement and the Trade ConfirmationSale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, hereunder to the extent permitted by the Servicing Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Countrywide and the Assignor hereby assigns shall have the right to amend, modify or terminate the Assignee, any rights Sale Agreement without the joinder of the Assignor Assignee with respect to early payment defaults or first payment defaults in mortgage loans not conveyed to the Trade Confirmation, but only Assignee hereunder 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 permitted by the terms of each Trade Confirmation). (e) Notwithstanding any provision of the Trade Confirmation to the contraryServicing Agreement; provided, in the event any Mortgage Loan is repurchased by the Servicer pursuant to any early payment default however, that such amendment, modification or first payment default provisions of the Trade Confirmation, the “Repurchase Price” payable to the Assignee termination shall not affect or 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 binding 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.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, the Flow SWSA, GSMC Assignment Agreement and the Trade ConfirmationSale 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 Flow SWSA and the Trade ConfirmationSale Agreement, to the extent relating to the Mortgage Loans from and after January 30, 2006; the date hereof, Seller and the Servicer hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations arising under the Flow SWSA Sale Agreement from and after the date hereofJanuary 30, 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 January 30, 2006. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Sections 7.01 and 7.02 of the Sale Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade ConfirmationLoans. (c) The Seller, the Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation 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. (d) The Assignor hereby assigns to the Assignee, any rights Each 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 LoansServicer and the Seller shall be responsible for its own expenses in connection with negotiating reconstitution documents, under any early payment default or first payment default provisions of the Trade Confirmation including, without limitationbut not limited to, the enforcement of the repurchase requirements set forth thereinreconstituted servicing agreements and assignment, assumption and recognition agreements, and shall be entitled to enforce all the obligations of the Servicer thereunder insofar as they relate to the Mortgage Loansreviewing any applicable disclosure documents.

Assignment and Assumption. Conditional upon the occurrence of the closing of the Purchase (the "Closing") and effective as of the closing date of the Purchase Agreement (the "Closing Date"): (a) The Assignor Assignors hereby assigns irrevocably and unconditionally transfer, assign and convey to the Assignee, all of Assignors' rights, title, interests and benefits, and delegate to the Assignee all of its rightAssignors' duties and obligations, title under the License Agreement, including all materials and interest information in and possession of Assignors related to the Mortgage Loans, the Flow SWSA, and the Trade Confirmation, to the extent relating to the Mortgage Loans (other than the rights of the Assignor to indemnification thereunder)License Agreement, and the Assignee hereby accepts and assumes the transfer, assignment, conveyance and delegation of all rights, title, interests, benefits, duties and obligations of Assignors under the License Agreement and hereby agrees to timely perform and discharge all covenants and obligations of Assignors under the License Agreement; provided, however, that Assignors do not transfer, assign or convey to Assignee, and PRL hereby expressly retains, all rights, interests and benefits of PRL under Article 3 of the Assignor’s obligations License Agreement, including, but not limited to, the right to receive from AlgoRx Pharmaceuticals, Inc. royalties under Sections 3.1 and 3.2 of the Flow SWSA License Agreement. PRL shall have the right to exercise and the Trade Confirmationenforce against AlgoRx Pharmaceuticals, Inc. directly all such retained rights, interests and benefits. Notwithstanding anything contained herein to the extent relating contrary, in order to ensure that PRL continues to receive and enjoy its retained rights, interests and benefits under Article 3 of the Mortgage Loans License Agreement, from and after the date hereof, Assignee and AlgoRx Pharmaceuticals, Inc. shall have no right to amend, change, waive, discharge or otherwise modify the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from License Agreement, or any obligations under the Flow SWSA from and after the date hereofterm or condition thereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the 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, change, waiver, discharge or modification would diminish or termination shall not otherwise adversely affect PRL's rights, interests or be binding on the Assignee. (d) The Assignor hereby assigns to the Assigneebenefits under Article 3 thereof, 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 amount or timing of royalties due to PRL, unless and until PRL grants its consent thereto in writing. No attempt by Assignee or AlgoRx Pharmaceuticals, Inc. to amend, change, waive, discharge or otherwise modify the License Agreement in violation of this Section l(a) shall have any force or effect. For the avoidance of doubt, except as provided in Section 4 hereof, nothing contained herein shall alter or affect any right of Assignee or AlgoRx Pharmaceuticals, Inc. to seek any right or remedy in law or equity under the License Agreement, including, without limitation, terminating the License Agreement or setting-off amounts otherwise due and owing under the License Agreement, in each case on the terms and subject to the conditions of Article 6 of the repurchase requirements set forth thereinLicense Agreement. (b) PTL hereby irrevocably and unconditionally transfers, assigns and conveys to the Assignee, all of its rights, title, interests and benefits, and shall be entitled delegates to enforce the Assignee all of PTL's duties and obligations, under the Tools Agreement, including all materials and information in possession of PTL related to the Tools Agreement, and the Assignee hereby accepts and assumes the transfer, assignment, conveyance, and delegation of all rights, title, interests, benefits, duties and obligations of PTL under the Servicer thereunder insofar as they relate Tools Agreement and hereby agrees to timely perform and discharge all covenants and obligations of PTL under the Tools Agreements. (c) Notwithstanding any of the foregoing, nothing in this Assignment shall affect or prejudice any claim or demand whatsoever which an Assignor may have against AlgoRx Pharmaceuticals, Inc. and/or AlgoRx Technologies, Inc. in relation to the Mortgage LoansAgreements and arising out of matters prior to the Closing Date.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee all of its right, title and interest in and to the Mortgage Loans, the Flow SWSA, Purchase Agreement and the Trade ConfirmationServicing 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 's obligations under the Flow SWSA Purchase Agreement, the Servicing Agreement, and the Trade Confirmation, Commitment Letter to the extent relating to the Mortgage Loans from and after the date hereof, and the Servicer and the Seller hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations under the Flow SWSA Servicing Agreement and the Purchase Agreement, respectively, from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, any remittance to be made to the Assignee, as successor in interest to the Assignor under the Servicing Agreement, during May of 2007 shall be made to the Assignor, and the Assignor agrees to forthwith transfer any such remittance to the Assignee or its designee. (b) 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 's ownership interest in the Mortgage Loans since the date of the Flow SWSA Servicing Agreement or the Trade ConfirmationCommitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA Servicing Agreement and the Trade Confirmation Seller and the Assignor shall have the right to amend, modify or terminate the Purchase Agreement or the Commitment Letter, in each case, without the joinder of the 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 ConfirmationCommitment 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 Trade Confirmation Commitment Letter (to the extent required by the terms of each Trade Confirmationthe Commitment Letter.). (e) Notwithstanding any provision of the Trade Confirmation Commitment Letter to the contrary, in the event any Mortgage Loan is repurchased by the Servicer Seller pursuant to any early payment default or first payment default provisions of the Trade ConfirmationCommitment Letter, the “Repurchase Price” payable to the Assignee shall be an amount equal to the sum of: (a) the outstanding principal balance of such Mortgage Loan as of the date of such repurchase, (b) accrued interest on such outstanding principal balance at the applicable Mortgage Interest Rate from the date interest was last paid through the last day of the month in which such repurchase takes place, (c) the amount of any outstanding advances owed to the servicer (so long as Nat City Washington Mutual is not the servicer), and (d) any reasonable costs and expenses incurred by any servicer (so long as Nat City Washington Mutual is not such the servicer) or by the Trustee, including without limitation costs and expenses incurred in the enforcement of the ServicerSeller’s repurchase obligation under the Trade ConfirmationCommitment 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 Trade Confirmation 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 Trade Confirmation 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 Seller 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, the Flow SWSA, GSMC Assignment Agreement and the Trade ConfirmationServicing 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 Flow SWSA and the Trade ConfirmationServicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereofFebruary 23, 2007, 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 Servicing Agreement from and after the date hereofFebruary 23, 2007, to the extent relating to the Mortgage Loans; 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 arising prior to February 23, 2007. The Assignor shall remain liable for all such liability arising prior to February 23, 2007 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 has not taken any action which would serve operate to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or Servicing Agreement and the Trade Confirmationapplicable date of each Commitment Letter. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and Servicing Agreement or the Trade Confirmation 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. (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 ConfirmationCommitment 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 Trade Confirmation Commitment Letters (to the extent required by the terms of each Trade ConfirmationCommitment Letter). (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 behalf of the Trust’s behalfTrust 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 Trade Confirmation 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 Servicer thereunder insofar as they relate to the Mortgage Loans.

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, the Flow SWSA, Assignee 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 rights, duties, and obligations under the Flow SWSA and the Trade Confirmation, to the extent relating to the Mortgage Loans from and Assigned Transactions arising on or 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. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor’s ownership interest in the Mortgage Loans since the date of the Flow SWSA or the Trade Confirmation. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Flow SWSA and the Trade Confirmation without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder, Effective Date; provided, however, that such amendment, modification or termination shall not affect or be binding on as of and from 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 ConfirmationEffective Date, the “Repurchase Price” payable 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 term 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, 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 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 supplement, form a part of, and be 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 and Remaining Party also agree that the Assigned Transaction shall be an amount equal to governed by the sum of: (a) the outstanding principal balance of such Mortgage Loan as laws of the date State of such repurchase, New York (bwithout reference to choice of law doctrine) accrued interest on such outstanding principal balance at and that 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, Termination Currency (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 defined 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 behalfISDA Form) 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 LoansUSD.