Common use of Assignment and Assumption Clause in Contracts

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

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

Assignment and Assumption. (a) On and The Purchaser, as Owner, is the owner of all of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightrights, title and interest in of the rights (the "Servicing Rights"), in, to and under the Servicing Agreement as it relates to the servicing of the Specified Mortgage Loans. Pursuant to this Assignment, the Purchaser hereby grants, transfers and assigns (i) its rights and obligations, as "Owner" under the Servicing Agreement with respect to the Specified Mortgage Loans other than the Servicing Rights which the Owner explicitly retains and all (ii) any rights and obligations related thereto granted to the Purchaser as provided Owner under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller Depositor hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately Immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sellsgrants, transfers and assigns its rights and transfers obligations in and under the First Assignment and Assumption to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller . The Servicer hereby acknowledges each of the First Assignment and Assumption and the Second Assignment and Assumption. (c) On and as . For the purposes of the date hereof, MSMCI represents and warrants to the Depositor this Assignment and the Trustee that MSMCI has not taken any action that would serve to impair or encumber Servicing Agreement, Schedule 1 hereto shall constitute a "Mortgage Loan Schedule" as such term is defined in the respective ownership interests of the Depositor Servicing Agreement, and the Trustee assignment set forth herein shall constitute a "Reconstitution" (as such term is defined in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage LoansServicing Agreement).

Assignment and Assumption. (a) On and The Purchaser, as Owner, is the owner of all of the date hereof, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightrights, title and interest in of the rights (the “Servicing Rights”), in, to and under the Servicing Agreement as it relates to the servicing of the Specified Mortgage Loans. Pursuant to this Assignment, the Purchaser hereby grants, transfers and assigns (i) its rights and obligations, as “Owner” under the Servicing Agreement with respect to the Specified Mortgage Loans other than the Servicing Rights which the Owner explicitly retains and all (ii) any rights and obligations related thereto granted to the Purchaser as provided Owner under the Purchase Agreements Servicing Agreement to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "“First Assignment and Assumption"”), and the Seller Depositor hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately Immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sellsgrants, transfers and assigns its rights and transfers obligations in and under the First Assignment and Assumption to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "“Second Assignment and Assumption"”), and the Seller . The Servicer hereby acknowledges each of the First Assignment and Assumption and the Second Assignment and Assumption. (c) On and as . For the purposes of the date hereof, MSMCI represents and warrants to the Depositor this Assignment and the Trustee that MSMCI has not taken any action that would serve to impair or encumber Servicing Agreement, Schedule 1 hereto shall constitute a “Mortgage Loan Schedule” as such term is defined in the respective ownership interests of the Depositor Servicing Agreement, and the Trustee assignment set forth herein shall constitute a “Reconstitution” (as such term is defined in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage LoansServicing Agreement).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment and Assumption. (a) On the Closing Date under the Sale and of Servicing Agreement (the date hereof"Closing Date"), MSMCI the Assignor hereby assigns, sells, assigns transfers, sets over and transfers conveys to the Depositor Assignee all of its right, title and interest in and to the Specified Mortgage Loans Receivables and all rights and obligations related thereto as provided under the Purchase Agreements and Servicing Agreement, to the extent relating to the Specified Mortgage LoansReceivables (other than the rights of the Assignor to indemnification thereunder), the Depositor hereby accepts such assignment from MSMCI and all Conveyed Assets with respect thereto (the "First Assignment and Assumption"as defined in Exhibit 1 hereto), and the Seller Assignee hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and assumes all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and Assignor's obligations related thereto as provided under the Purchase Agreements and Servicing Agreement, to the extent relating to the Specified Mortgage LoansReceivables, from and after the Closing Date, and Huntington hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Purchase and Servicing Agreement from and after the Closing Date, to the extent relating to the Receivables. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made by it in Section 3.03 of the Purchase and Servicing Agreement, and the Trustee, on behalf Assignee is not undertaking any such liability hereunder. Assignor hereby authorizes the filling of assignments in the State of Ohio of the Trust, hereby accepts such assignment from UCC financing statement naming it as secured party/purchaser under the Depositor (Purchase and Servicing Agreement with respect to the "Second Assignment Receivables and Assumption")the filing of a UCC financing statement in the State of Delaware with respect to the Receivables and Conveyed Assets hereunder, and the Seller hereby acknowledges further assignment thereof to the Second Assignment Trust and AssumptionIndenture Trustee. (cb) On and as of the date hereof, MSMCI The Assignor represents and warrants to the Depositor and Assignee that the Trustee that MSMCI Assignor has not taken any action that which would serve to impair or encumber the respective Assignor's ownership interests of the Depositor and the Trustee interest in the Specified Mortgage Loans Receivables since the date of MSMCI's acquisition the Purchase and Servicing Agreement. (c) Huntington hereby agrees to pay any GAP Amounts owed by it under the Purchase and Servicing Agreement to whomever shall be responsible for servicing the Receivables at any time on behalf of the Specified Mortgage LoansTrust. (d) Huntington and the Assignor shall have the right to amend, modify or terminate the Purchase and Servicing Agreement without the joinder of the Assignee with respect to retail motor vehicle loan and installment sale contracts not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

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

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

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

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

Assignment and Assumption. (a) On Effective upon the consummation of ------------------------- the New Pameco Merger, and without the necessity of any further action, (i) the Company shall be have assigned to New Pameco all of the date hereofCompany's rights, MSMCI hereby sells, assigns titles and transfers interests in and to the Depositor all of its right, title Credit Agreement and interest in the Specified Mortgage Loans other Loan Documents executed by the Company and all rights and obligations related thereto as provided under the Purchase Agreements New Pameco hereby agrees to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts accept such assignment from MSMCI (and the "First Assignment Lenders and Assumption"the Agent hereby consent to such assignment), and (ii) the Seller hereby acknowledges Company shall have assigned to New Pameco all of the First Assignment Company's covenants, representations, warranties, obligations, duties, indebtedness and Assumption. MSMCI specifically reserves liabilities under the Credit Agreement and does not assign the other Loan Documents executed by the Company (whether arising or accruing before, on or after the consummation of the New Pameco Merger) and New Pameco shall have assumed such covenants, representations, warranties, obligations, duties, indebtedness and liabilities and to perform and observe the same to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject same extent as if it were an original signatory to the Purchase Agreements which are not Credit Agreement and such other Loan Documents (and the Specified Mortgage LoansLenders and the Agent hereby consent to such assumption). (b) On New Pameco agrees that all rights, titles and interests acquired by it in any and all Collateral of the date hereof, immediately after giving effect Company acquired by it as a result of the consummation of the New Pameco Merger shall continue to be subject to the First Assignment Liens and Assumptionother rights, titles and interests of the Lenders and the Agent under the Company Security Agreement, the Depositor hereby sellsCompany Pledge Agreement, assigns the Company Patent and transfers to Trademark Assignment, the Trustee, on behalf of Lock Box Agreement and any other Collateral Documents or Loan Documents executed by the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and AssumptionCompany. (c) On For avoidance of doubt, New Pameco agrees that, from and as after the consummation of the date hereofNew Pameco Merger, MSMCI represents and warrants (i) New Pameco shall be deemed to have granted Liens to the Depositor Agent, for the benefit of the Lenders, under the Company Security Agreement, the Company Pledge Agreement, the Company Patent and Trademark Assignment, the Lock Box Agreement and any other Collateral Documents or Loan Documents executed by the Company on any and all Collateral then owned or thereafter acquired by New Pameco, all in accordance with (and to the same extent as if New Pameco were an original signatory to) such Collateral Documents and Loan Documents, (ii) New Pameco shall be and serve as the "Company" for all purposes of the Credit Agreement and the Trustee that MSMCI has not taken any action that would serve to impair or encumber other Loan Documents executed by the respective ownership interests Company and shall perform and observe all of the Depositor covenants, agreements, terms, conditions, obligations, duties and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition liabilities of the Specified Mortgage Loans"Company" thereunder and shall be deemed to have granted to the Agent (for the benefit of the Lenders) all of the Liens granted by the "Company" thereunder, all to the same extent as if New Pameco were an original signatory thereto and on the terms and subject to the conditions of the Credit Agreement and such other Loan Documents, and (iii) all references to the "Company" or "Holdings" in any of the Loan Documents shall be deemed to be references to New Pameco as successor by merger to Old Pameco and Holdings.

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

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

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

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

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

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

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

Assignment and Assumption. 2.2.1 As of, and with effect from, the Effective Time: (ai) On Existing Lessor assigns to New Lessor, and of the date hereofNew Lessor agrees to assume, MSMCI hereby sells, assigns and transfers to the Depositor all of its rightExisting Xxxxxx’s existing and future rights, title, benefit and interest, and obligations, covenants, undertakings, duties and liabilities under the Lease arising on or after the Effective Time and New Lessor agrees to perform all of those obligations, covenants, undertakings, duties and liabilities; (ii) Lessee consents to and accepts the assignment to and assumption by New Lessor of all of Existing Lessor’s existing and future rights, title and interest and obligations, covenants, undertakings, duties and liabilities under the Lease arising on or after the Effective Time and New Lessor’s agreement to perform all of those obligations, covenants, undertakings, duties and liabilities; (iii) Existing Lessor releases Lessee from all of Lessee’s obligations, covenants, undertakings, duties and liabilities to Existing Lessor under the Lease arising on or after the Effective Time and Existing Lessor agrees that it has no further rights against Lessee under the Lease in respect of those obligations, covenants, undertakings, duties and liabilities; (iv) Lessee releases Existing Lessor from all of Existing Lessor’s obligations, covenants, undertakings, duties and liabilities to Lessee under the Specified Mortgage Loans Lease arising on or after the Effective Time and Xxxxxx agrees that (v) Lessee acknowledges that its obligations, covenants, undertakings, duties and liabilities arising from the Effective Time to the "Lessor" under the Lease are owed to New Lessor and Xxxxxx agrees with New Lessor to perform all of those obligations, covenants, undertakings, duties and liabilities. 2.2.2 Each of the events and agreements in 2.2.1 is conditional upon the happening of the others and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loansthem shall occur simultaneously. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

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

Assignment and Assumption. (a) On Except as otherwise provided in Section 2.5 below, Assignor hereby irrevocably assigns and transfers to Assignee all of Assignor’s rights, title and interests and duties, liabilities and obligations under the Bridge Facility Agreement and the other Loan Documents and Assignee hereby irrevocably and unconditionally accepts such rights, title and interests and assumes such duties, liabilities and obligations from Assignor on the Assumption Date on the terms contained herein, excluding any claims, liabilities or obligations arising from any failure of Assignor to perform any of its covenants, agreements, commitments and/or obligations to be performed by Assignor on or prior to the Closing Date under the Bridge Facility Agreement or any other Loan Document; provided, for the avoidance of doubt, that interest accrued under the Bridge Facility Agreement or any other Loan Document, whether prior to, on, or after the date hereof, MSMCI shall be the sole obligation of the Assignee. For the avoidance of doubt, fees, costs and expenses (including any indemnification obligations) accruing up to and including the Closing Date shall be paid by the Assignor, and fees, costs and expenses (including any indemnification obligations) accruing after the Closing Date shall be assumed and paid by the Assignee. The Assignee hereby sellsconfirms and agrees that the Bridge Facility Agreement and the other Loan Documents are, assigns and transfers shall continue on and after the Assumption Date to be, in full force and effect in accordance with their respective terms and are hereby ratified and confirmed by the Assignee in all respects. If the Assignor makes a payment of principal, interest or fees to a Lender under the Loans on or after the Assumption Date, Assignee shall become liable to the Depositor Assignor for reimbursement of such payment on the same terms under which the Assignee would be liable to the Lenders under the Bridge Facility Agreement; provided that, notwithstanding the foregoing, all rights of the Assignor against the Assignee in respect of such liability and reimbursement shall in all respects be subordinated and junior in right of payment to the prior indefeasible payment in full in cash of all amounts owed by the Assignee to the Lenders under the Bridge Facility Agreement. Without limiting the foregoing, by executing and delivering this Agreement, Assignee hereby (i) becomes a party to the Guarantee and Collateral Agreement as a Grantor (as defined therein) thereunder with the same force and effect as if originally named therein as a Grantor (as defined therein) and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor (as defined therein) thereunder, and (ii) grants to the Administrative Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of Assignee’s Obligations, a security interest and Lien in all of its the Collateral (as defined in the Guarantee and Collateral Agreement) of Assignee, wherever located and now owned or at any time hereafter acquired by Assignee or in which Assignee now has or at any time in the future may acquire any right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"), and the Seller hereby acknowledges the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loansor interest. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and Assumption. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

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

Assignment and Assumption. (a) On and of the date hereof, MSMCI Assignor hereby sellstransfers, assigns and transfers conveys, without recourse, representation or warranty, express or implied, the following as such relate to Parcels 1, 2 and 4 as described on Exhibit "A" attached hereto to Land Assignee and as such relate to Parcel 3 as described on Exhibit "A" attached hereto to Greer Assignee: i) all of Assignor's rights, interests, liabilities and obligations in and to the Depositor Property, ii) all of its rightAssignor's rights, title and interest in the Specified Mortgage Loans and all rights interests, liabilities and obligations related thereto as provided under the Purchase Agreements Agreement (and related documents), and iii) all of Assignor's rights in and to the extent First Deposit (as defined in the Purchase Agreement) previously deposited into escrow in accordance with the terms of the Purchase Agreement. Assignees hereby assume all such rights, interests, liabilities and obligations, and join in all representations, warranties, releases, and indemnities, of Assignor under the Purchase Agreement (and related documents) relating to the Specified Mortgage LoansProperty, the Depositor hereby accepts Purchase Agreement (and related documents) and the First Deposit assigned to each respectively above. Concurrent with the delivery of this Assignment, Assignees will deliver to Assignor an amount equal to the First Deposit as reimbursement therefor and concurrently therewith Assignor will use such assignment from MSMCI funds to promptly repay to KBS-Legacy Apartment Community REIT Venture, LLC Purchase Agreement Assignment No.2 - AltaCrescent 1 (the "First Assignment and AssumptionVenture LLC"), and ) the Seller hereby acknowledges $250,000 previously advanced by the Venture LLC to make the First Assignment and Assumption. MSMCI specifically reserves and does not assign to the Depositor hereunder any and all right, title and interest in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject to the Purchase Agreements which are not the Specified Mortgage Loans. (b) On and of the date hereof, immediately after giving effect to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest Deposit as referenced in the Specified Mortgage Loans and all rights and obligations related thereto as provided under the Purchase Agreements to the extent relating to the Specified Mortgage Loans, and the Trustee, on behalf of the Trust, hereby accepts such assignment from the Depositor (the "Second Assignment and Assumption"), and the Seller hereby acknowledges the Second Assignment and AssumptionPrior Assignment. (c) On and as of the date hereof, MSMCI represents and warrants to the Depositor and the Trustee that MSMCI has not taken any action that would serve to impair or encumber the respective ownership interests of the Depositor and the Trustee in the Specified Mortgage Loans since the date of MSMCI's acquisition of the Specified Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Assignment and Assumption. (a) On With effect from the Effective Time and subject, where applicable, to the arrangements set forth in Section 5.2: the Existing Lessor assigns to the New Lessor, and the New Lessor agrees to assume, the rights, obligations, covenants, undertakings, duties and liabilities of the date hereof"Lessor" under the Lease arising from and including the Effective Time and the New Lessor agrees to perform the obligations of the "Lessor" under the Lease, MSMCI hereby sellsin each case arising from and including the Effective Time (but, assigns for the avoidance of doubt, not the obligations, covenants, undertakings, duties or liabilities required to be performed, or the rights, benefits and transfers interests arising, in, or relating to, the period prior to the Depositor all of its rightEffective Time); the Existing Xxxxxx agrees that the Lessee has no further obligations, title covenants, undertakings, duties and interest in liabilities to the Specified Mortgage Loans and all rights and obligations related thereto as provided Existing Lessor under the Purchase Agreements to Lease (as a consequence of the extent relating to the Specified Mortgage Loans, the Depositor hereby accepts such assignment from MSMCI (the "First Assignment and Assumption"effected by Section 2.1.1), and the Seller hereby acknowledges Existing Lessor agrees that it has no further rights, benefits and interests against the First Assignment and Assumption. MSMCI specifically reserves and does not assign Lessee under the Lease, in each case insofar as the same are attributable to the Depositor hereunder period commencing at, or any and all rightevent or circumstance occurring after, title and interest the Effective Time (but, for the avoidance of doubt, not the obligations, covenants, undertakings, duties or liabilities required to be performed in, to and under and all obligations of MSMCI with respect to any Mortgage Loans subject or relating to, the period prior to the Purchase Agreements which are not Effective Time); the Specified Mortgage Loans. (b) On Lessee releases and of discharges the date hereofExisting Lessor from the Existing Lessor's obligations, immediately after giving effect covenants, undertakings, duties and liabilities to the First Assignment and Assumption, the Depositor hereby sells, assigns and transfers to the Trustee, on behalf of the Trust, all of its right, title and interest in the Specified Mortgage Loans and all rights and obligations related thereto as provided Lessee under the Purchase Agreements to the extent relating to the Specified Mortgage LoansLease, and the TrusteeLessee agrees that it has no further rights, on behalf benefits and interests against the Existing Lessor under the Lease, in each case insofar as the same are attributable to the period commencing at, or any event or circumstance occurring after, the Effective Time (but, for the avoidance of doubt, not the obligations, covenants, undertakings, duties or liabilities required to be performed in, or relating to, the period prior to the Effective Time); the Lessee consents to and accepts the assignment to and assumption by the New Lessor of the Trustrights, obligations, covenants, undertakings, duties and liabilities of "Lessor" under the Lease and the New Lessor's agreement to perform the obligations of the "Lessor" under the Lease (but, for the avoidance of doubt, not the obligations, covenants, undertakings, duties or liabilities required to be performed, or the rights arising, in, or relating to, the period prior to the Effective Time); the Lessee agrees that it will not assert against the New Lessor any claim or defense arising from circumstances occurring prior to the Effective Time, which it may have or have had against the Existing Lessor under the Lease prior to the Effective Time; the Lessee acknowledges that its covenants, obligations, undertakings, duties and liabilities under the Lease arising from and including the Effective Time are owed to the New Lessor, and agrees with the New Lessor to assume, observe and perform the covenants, obligations, undertakings, duties and liabilities of the Lessee under the Lease arising from and including the Effective Time in favor of and for the benefit of the New Lessor; the Lessee and the Existing Lessor agree that the Existing Lessor and the Lessee shall have the same rights and remedies against each other as each would have had under the Lease in respect of any losses, liabilities or claims suffered or incurred or brought against or payments due to each other in respect of or attributable to the period prior to the Effective Time as if the Existing Lessor had remained the "Lessor" under the Lease and this Agreement had not been executed and the New Lessor shall not have any liability for any such losses, liabilities or claims nor shall the Lessee exercise any set off or counterclaim against the New Lessor in respect of any such losses, liabilities or claims; [for the purposes of the Cape Town Convention, the Lease is hereby accepts such assignment from assigned pursuant to the Depositor terms of this Agreement]5; and the Lease is amended in accordance with Schedule 3 (Amendments to the Lease). Each of the events set out in this Section 2.1 is conditional upon the happening of the others and shall occur simultaneously. The Lessee acknowledges that the Aircraft was delivered to the Lessee under the Lease Agreement on [insert delivery date] (the "Second Assignment Delivery Date") and Assumption"), that the New Lessor may rely on the Certificate of Acceptance issued by Lessee to the Existing Lessor on the Delivery Date as though it had been issued to the New Lessor. It is hereby acknowledged by all parties hereto that no further physical delivery of the Aircraft by the New Lessor to the Lessee is required or contemplated as a result of this Agreement. The Existing Lessor and the Seller hereby acknowledges New Lessor will cooperate with one another in order to close the Second Assignment and Assumption. (c) On and as sale of the date hereof, MSMCI represents Aircraft and warrants each Engine at a time when the Aircraft and/or the relevant Engine is in a location acceptable to the Depositor Existing Lessor and the Trustee New Lessor provided that MSMCI has such closing shall not taken any action that would serve to impair unduly interfere with the Lessee’s operation or encumber the respective ownership interests maintenance of the Depositor Aircraft. The Existing Lessor and the Trustee in New Lessor will notify the Specified Mortgage Loans since Lessee of the dates that are scheduled to be the date of MSMCI's acquisition the Effective Time reasonably in advance thereof and the Lessee will provide the Existing Lessor and the New Lessor with the scheduled route of the Specified Mortgage LoansAircraft (or any other aircraft on which an Engine is installed) on those dates. [The assignment and assumption of the Lease as contemplated by Section 2.1 and the amendments to the Lease to be effected by Section 2.1 and Schedule 3 (Amendments to the Lease) shall not assign, amend, modify or supplement, or result in any assumption of obligations or liabilities under, the Common Terms Agreement as incorporated in any lease relating to any aircraft other than the Aircraft.] Each of the Transaction Documents shall constitute [an “Operative Document” / a “Transaction Document”] for the purposes of the Assigned Lease. Each of the parties hereto shall provide confirmation to the other parties hereto immediately upon satisfaction or waiver or deferral of each of the conditions precedent expressed to be for the benefit of such party in Schedule 2 (Conditions Precedent). Immediately thereupon, each of the parties hereto unconditionally and irrevocably agrees to sign and deliver to each of the other parties hereto the Effective Time Notice at the same time as (and subject to) the sale of the Aircraft to the New Owner is completed.