Common use of Assignment of Agreement Clause in Contracts

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. Section 15 of the Custodial Agreement is hereby deleted in its entirety and replaced in its entirety with the following: "The SellerRegistered Holder with respect to all or a portion of the Mortgage Loans owned by such Registered Holder shall have the right to assign, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign in whole or in part, its interest interests under this Agreement with respect to the Indenture Trustee, for the benefit some or all of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master ServicerMortgage Loans, and the Indenture Trustee shall succeed to designate any person (such of the person, an "Assignee") or exercise any rights of the Issuer Registered Holder hereunder, and such assignee or designee shall accede to the rights and obligations hereunder as of the Registered Holder with respect to such Mortgage Loans. All references to the Registered Holder shall be so assigneddeemed to include its assignee or designee. The Issuer shallIn connection with any such assignment, pursuant the Registered Holder with respect to all or a portion of the IndentureMortgage Loans owned by such Registered Holder, assign all the Custodian shall issue (a) a Trust Receipt in the form of its right, title Exhibit One hereto with a Mortgage Loan Schedule and interest in and Exception Report with respect to the Mortgage Loans and its right subject to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements Assignee and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the (b) an updated Mortgage Loan Purchase Agreement Schedule and Exception Report to the assigning Registered Holder with respect to breaches the Mortgage Loans which the Custodian holds for the Registered Holder. The Custodian may not assign its interest or delegate its duties under this Agreement without the prior written consent of such representations, warranties, agreements and covenantsthe Registered Holder. Any In the event of any such assignment to or delegation, the Indenture Trustee Registered Holder shall not be deemed to constitute an assignment responsible for any fees of the successor Custodian in excess of the fees formerly paid by the Registered Holder to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementCustodian."

Assignment of Agreement. The Seller, the Depositor hereby acknowledges and the Master Servicer hereby acknowledge and agree agrees that the Issuer Trust may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master ServicerDepositor, and the Indenture Trustee shall succeed to such of the rights and obligations of the Issuer Trust hereunder as shall be so assigned. The Issuer Trust shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II Section 2.06 and 3.05 of this the Unaffiliated Seller's Agreement for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 and 3.03 of the Mortgage Loan Purchase Unaffiliated Seller's Agreement, assign such right, title and interest to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller Depositor agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerTrust, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The SellerSponsor, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the SellerSponsor, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans HELOCs and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller Sponsor contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller Sponsor agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Note Insurer, and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Seller Sponsor set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The SellerIf Seller exercises its right to exchange, rather than sell, the Depositor Property, Seller may, on or before the closing date, assign its rights under this Agreement to a “qualified intermediary,” as defined in Treasury Regulation 1 .103(k)-1(g) (the “Accommodator”) or transfer the Property to the Accommodator subject to all of Buyer’s rights under this Agreement, including without limitation Buyer’s rights to acquire the Property at the closing. In either case, all payments which Buyer is obligated to make to Seller under this Agreement shall be made to an escrow agent or the Accommodator, as appropriate, and not to Seller. Buyer agrees to cooperate with the Seller and the Master Servicer hereby acknowledge Accommodator in arranging the exchange. Buyer shall execute any and agree all documents as a tax-deferred exchange under Section 1031 of the Code and the Treasury Regulations effective thereunder at the time of closing, including but not limited to any appropriate amendments to this Agreement and any appropriate escrow instructions provided however, that no such document shall adversely affect Buyer in any respect or change any of the Issuer may assign economic terms and conditions of the transaction with respect to Buyer, nor require Buyer to obtain title to another piece of property. For example, if Seller assigns its interest rights under this Agreement to the Indenture Trustee, for Accommodator and/or transfers the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant Property to the IndentureAccommodator, assign all Seller shall simultaneously execute an appropriate document affirming to Buyer that the warranties and representations of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein in this Agreement and in the Mortgage Loan Purchase deed required pursuant to this Agreement with respect to breaches shall remain the representations and warranties of such representations, warranties, agreements and covenantsSeller. Any such assignment to the Indenture Trustee Buyer shall not be deemed obligated to constitute incur any costs, expenses, losses, liabilities or damages greater than those Buyer would have incurred had Seller not elected to effect an assignment exchange. Seller shall reimburse Buyer at closing for all out-of-pocket expenses incurred by Buyer in excess of those that would have been incurred if Seller had not elected to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreementeffect an exchange.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans HELOCs and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Note Insurer, and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee (or the REMIC Class A Indenture Trustee or the Underlying REMIC Trust Trustee, as applicable), for the benefit of the NoteholdersNoteholders or the holders of any REMIC Class A Notes or REMIC Certificates, as may be required to effect the purposes of the IndentureIndenture or other governing agreement, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Mortgage Loan Seller contained in the Mortgage Loan Purchase Sale Agreement, to the Indenture Trustee (or the REMIC Class A Indenture Trustee or the Underlying REMIC Trust Trustee, as applicable), for the benefit of the NoteholdersNoteholders or the holders of any REMIC Class A Notes or REMIC Certificates, as applicable. The Mortgage Loan Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Mortgage Loan Seller set forth herein and in the Mortgage Loan Purchase Sale Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee (or the REMIC Class A Indenture Trustee or the Underlying REMIC Trust Trustee, as applicable) shall not be deemed to constitute an assignment to the Indenture Trustee (or the REMIC Class A Indenture Trustee or the Underlying REMIC Trust Trustee, as applicable) of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase AgreementAgreement and the Subsequent Mortgage Loan Purchase Agreements, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement and the Subsequent Mortgage Loan Purchase Agreements with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The Seller, the Depositor hereby acknowledges and the Master Servicer hereby acknowledge and agree agrees that the Issuer Trust may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master ServicerDepositor, and the Indenture Trustee shall succeed to such of the rights and obligations of the Issuer Trust hereunder as shall be so assigned. The Issuer Trust shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II Section 2.06 and 3.05 of this the Unaffiliated Seller's Agreement for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 and 3.03 of the Mortgage Loan Purchase Unaffiliated Seller's Agreement, assign such right, title and interest to the Indenture Trustee, for of the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller Depositor agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerTrust, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The Seller, the Depositor This Agreement shall bind and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement inure to the Indenture Trustee, for the benefit of the Noteholders, as may and be required to effect the purposes of the Indenture, without further notice to, or consent of, enforceable by the Seller, the Depositor or Purchaser, the Master Servicer, Insurer and the Indenture Trustee. The Indenture Trustee shall succeed be an express third-party beneficiary to such of the rights of the Issuer hereunder as shall be so assignedSection 2.04. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser and in the Insurer, which consent shall be at the Purchaser's and the Insurer's reasonable discretion, except that the Purchaser acknowledges and agrees that the Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party or any Person succeeding to the business of the Seller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loan Purchase Agreement with respect Loans for the purpose of contributing them to breaches a trust that will issue a series of notes and certificates representing interests in such representations, warranties, agreements and covenantsMortgage Loans. Any such assignment As an inducement to the Indenture Trustee shall not be deemed Purchaser to constitute an purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Indenture Trustee of any obligations or liabilities all of the Issuer Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to such Indenture Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Indenture Trustee under this the Sale and Servicing Agreement. Such enforcement of a right or remedy by the Indenture Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Assignment of Agreement. The Sellerparties agree that this Agreement may be assigned, in whole or in part, by Owner, to one or more assignees, provided such assignment shall not be effective until twenty (20) days after Owner provides County with written notice of any such assignment. Upon such assignment and assumption, Owner shall have no further rights, duties or obligations under the Agreement to the extent such rights, duties or obligations apply to the interest acquired by the assignee. This Agreement may also be assigned, upon written notice to the County, by Owner to a Lender or by a Lender to a third party after the Lender has exercised a right of foreclosure with respect to the Improvements or the project. The Parties agree that a transfer of all or a portion of the ownership interests in Owner to a third party shall not be considered an assignment under the terms of this Agreement. But, if after such a transaction is consummated, the Depositor and corporate name of the Master Servicer hereby acknowledge and agree that Owner is changed or the Issuer locally-known name of the project is changed, Owner shall provide notice of such changes to County. In addition to its rights under the preceding paragraph, Owner may assign mortgage, pledge, or otherwise encumber its interest in this Agreement or the Improvements or project to a Lender for the purpose of financing the operations of the Improvements or constructing the Improvements or acquiring additional equipment following any initial phase of construction. Owner's encumbering its interest in this Agreement may include an assignment of Owner's rights and obligations under this Agreement for purposes of granting a security interest in the Agreement. In the event Owner takes any of the actions permitted by this paragraph, it may provide written notice of such action to the Indenture TrusteeCounty with such notice to include the name and notice information of the Lender. If Owner does not provide the name and notice information of a Lender to the County, then such Lender shall not have the notice rights of a Lender under this Agreement. County shall provide such assistance as Owner or assignee may reasonably request in connection with obtaining financing for the benefit Improvements, the project or any portion thereof. County agrees that it shall make available to Owner, assignee and any Lender information relating to the Tax Abatement Agreement, and such other related matters as Owner or Assignee may reasonably request. County shall furnish such consents to assignment, estoppel certificates, certifications and representations and opinions of the Noteholderscounsel addressed to Owner or Assignee and such Lenders, as may be required to effect the purposes of the Indenturereasonably requested by Owner, without further notice to, Assignee or consent of, the Seller, the Depositor or the Master ServicerLender, and the Indenture Trustee shall succeed to all reasonable costs incurred by County in executing and delivering such of the rights of the Issuer hereunder as documents shall be so assignedborne by Owner or Assignee, if applicable. The Issuer shallAt Owner's or Assignee's request, pursuant to County shall cooperate with the Indentureindependent engineer or other advisors if any, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementLender.

Assignment of Agreement. The Seller, the Depositor hereby acknowledges and the Master Servicer hereby acknowledge and agree agrees that the Issuer Trust may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master ServicerDepositor, and the Indenture Trustee shall succeed to such of the rights and obligations of the Issuer Trust hereunder as shall be so assigned. The Issuer Trust shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this the Unaffiliated Seller's Agreement for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in the Mortgage Loan Purchase Unaffiliated Seller's Agreement, assign such right, title and interest to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller Depositor agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerTrust, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The Seller, the Depositor Depositor, CHL and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor Depositor, CHL or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the CHL and the Seller contained in the Mortgage Loan Purchase Section 2.03(b) and (c), respectively, of this Agreement, to the Indenture Trustee, for the benefit of the Noteholders. Each of The Seller agrees and CHL agree that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Seller and CHL set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The SellerNo Party shall assign this Agreement or any of its rights or obligations under this Agreement without obtaining the prior written consent of the other Parties, which consent shall not be unreasonably withheld. Notwithstanding the provisions of this Paragraph, and notwithstanding the provisions of ARTICLE IV and ARTICLE XXVI of the Operating Agreement, the Depositor and the Master Servicer hereby acknowledge Parties stipulate and agree that Zenergy, Inc. is in the Issuer process of qualifying two entities with the Minerals Management Service, United States Department of Interior (MMS) to participate in this Prospect. Zenergy Offshore Operating Company, LLC (a Delaware limited liability company) is the intended operator of this prospect and all Parties agree that upon its qualification with the MMS and upon its compliance with all prerequisites for operating in the Gulf of Mexico, all parties will stipulate to the substitution of Zenergy Offshore Operating Company as operator of the Prospect. Further, the Parties stipulate and agree that upon qualification of Zenergy Offshore Properties, LLC (a Delaware limited liability company) with the MMS, that Zenergy, Inc. may assign transfer all or part of its interest to that entity under this Agreement to such terms as Zenergy, Inc. and Zenergy Offshore Properties, LLC may agree without compliance with ARTICLE XXVI of the Indenture TrusteeJoint Operating Agreement. Zenergy, Inc. hereby agrees that it shall remain liable for the benefit of obligations associated with the Noteholdersassigned interest for so long as the interest resides in Zenergy Offshore Properties, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assignedLLC. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee Parties stipulate that it shall not be necessary for Zenergy Offshore Operating Company, LLC to own an interest in the leasehold to serve as operator of the Prospect, but in the event, and at such time as Zenergy Offshore Properties, LLC sells, transfers, or conveys its leasehold interest to a third party, Zenergy Offshore Operating Company, LLC shall be deemed to constitute an assignment have resigned. Additionally, the parties agree that CMI shall have the right to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreementassign a 5% ACP working interest to Providence Resources (Trading) LLC and Providence shall pay 5.555% BCP and CMI’s ACP and BCP interests shall be reduced accordingly.

Assignment of Agreement. The Seller, Sponsor and the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor Sponsor or the Master ServicerDepositor, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans HELOCs and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Original Loan Seller contained in the Mortgage Loan Purchase AgreementMaster PSA, to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Original Loan Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee Trustee, and the Indenture Trustee may enforce, without joinder of the Sponsor, the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Original Loan Seller set forth herein and in the Mortgage Loan Purchase Agreement Master PSA with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer ‌ (a) Buyer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, at any time assign all of its rightrights, and delegate all of its obligations, under this Agreement upon notice to (but without the consent of) Seller to one of Buyer’s Members, provided that as a condition to such assignment, such Buyer’s Member has an investment grade credit rating and executes an assignment and assumption agreement (and related documents) in a form as reasonably requested by Seller. Buyer may also assign and delegate portions of Buyer’s rights and obligations hereunder to multiple of Buyer’s Members with Seller’s prior written consent, and subject to such conditions as may be imposed by Seller. Upon any such assignment and delegation of obligations, Buyer shall be relieved of and fully discharged from all its obligations hereunder, whether such obligations arose before or after the date of such assignment and delegation. (b) Except as set forth in this Section 14.7, Seller shall not assign any of its rights, or delegate any of its obligations, under this Agreement without the prior written consent of Buyer. Additionally, Seller shall not sell or transfer the Facility to any Person other than a Person to whom Seller assigns this Agreement, in any event subject to obtaining Buyer’s prior written consent to any such assignment and subject to compliance with the Right of First Offer set forth in Section 14.25. Any purported assignment or delegation in violation of this provision shall be null and void and of no force or effect. (c) There are no third party beneficiaries of this Agreement, and, except as provided in this Section 14.7, this Agreement shall not grant any rights enforceable by any Person not a party to this Agreement. The Parties acknowledge that Seller expects to be required to collaterally assign this Agreement to Facility Lenders in connection with Facility financing. Although Buyer’s consent shall be required for any such collateral assignment, Buyer shall reasonably cooperate with Seller to provide such consent, provided however that the terms of such consent documentation comply with the applicable terms and conditions of this Agreement. Seller shall provide Buyer with reasonable prior notice (not less than 45 days) of any such assignment to any Facility Lender. To facilitate Seller’s obtaining of financing to construct and operate the Facility, Buyer shall cooperate with Seller to provide the aforementioned consent to collateral assignment (in form and substance satisfactory to Buyer) as may be reasonably requested by Seller or any Facility Lender in connection with the financing of the Facility, including the acquisition of equity for the development, construction and operation of the Facility; provided however that the terms of such financing and the documentation relating thereto shall comply with the applicable terms and conditions of this Agreement. Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses incurred by Buyer in the preparation, negotiation, execution or delivery of any documents requested by Seller or the Facility Lender, and provided by Buyer, pursuant to this Section 14.7(c). (d) In no event shall Buyer be liable to Facility Lender for any claims, losses, expenses or damages whatsoever other than liability Buyer may have to Seller under this Agreement, and other than liability Buyer may have for a specific default or breach by Buyer under any agreement executed between Buyer and any Facility Lender. In the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender or other transferee, and their successors in interest and assigns, shall be bound by the covenants and agreements of Seller in this Agreement; provided, however, that until the Person who acquires title and interest in and to the Mortgage Loans Facility executes and delivers to Buyer a written assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer, such Person shall not be entitled to any of the benefits of this Agreement. Any sale or transfer of the Facility by Facility Lender must be made only to an entity that is reasonably acceptable to Buyer and has financial qualifications and operating experience equivalent to Seller. (e) The consent to collateral assignment or other document executed between Buyer and any Facility Lender shall provide, among other things, as follows: (i) if a Facility Lender elects to sell or transfer the Facility (after Lender directly or indirectly, takes possession of, or title to the Facility), or sale of the Facility occurs through the actions of a Facility Lender (for example, a foreclosure sale where a third party is the buyer, or otherwise), then Facility Lender must itself assume or cause the transferee or buyer to assume all of Seller’s obligations arising under this Agreement as a condition of the sale or transfer; (ii) if this Agreement is rejected in any Seller bankruptcy or otherwise terminated in connection therewith and if a Facility Lender or its right to exercise designee, directly or indirectly, takes possession of, or title to, the remedies created Facility (including possession by Article II a receiver or title by foreclosure or deed in lieu of foreclosure), SCPPA and the Facility Lender (or the party taking possession of the Facility) shall promptly re-enter into this Agreement or enter into a new agreement having substantially the same terms as this Agreement for breaches a time period equal to any remaining Agreement Term of the representations, warranties, agreements Agreement and covenants (iii) mutually agreed provisions that define acceptable transferees and operators of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementFacility.

Assignment of Agreement. The Seller, the Depositor Depositor, CHL and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor Depositor, CHL or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the CHL and the Seller contained in the Mortgage Loan Purchase Section 2.03(b) and (c), respectively, of this Agreement, to the Indenture Trustee, for the benefit of the Noteholders. Each of The Seller agrees and CHL agree that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller and CHL set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The (a) Seller’s rights and obligations under this Agreement may be assigned, in whole or in part, by Seller to one or more purchasers of all or part of the Depositor BRR Remainder as applicable, without the prior written consent of the City or the Purchaser. Purchaser’s rights and obligations under this Agreement may be assigned, in whole or in part, by Purchaser without the Master Servicer hereby acknowledge consent of the City or Seller to one or more purchasers of all or part of the Property provided that (i) such purchasers are companies who associate with Purchaser and agree who are in the business of commercial property acquisitions (“Purchaser Associated Companies”); and (ii) Purchaser enters into an agreement with the proposed assignee to develop the Property. If Purchaser desires to assign this Agreement to any purchaser of the Property that does not fall into either (i) or (ii) in the preceding sentence, then in such event, Purchaser shall obtain the prior written consent of the City, which consent shall not be unreasonably withheld. as applicable, provided that the Issuer may Purchaser has obtained the prior written consent of the City, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, Purchaser shall be entitled, without the consent of any other Party, to assign its interest their rights and obligations under this Agreement to an assignee who purchases the Indenture TrusteeProperty so long as Purchaser remains the developer of the Property. Any assignment must be in writing, specifically set forth the assigned rights and obligations and be executed by Seller or Purchaser as the case maybe and the proposed assignee. A copy of the executed assignment document must be provided to the City. (b) If Seller or Purchaser assigns its rights and obligations hereunder as to a portion of the Property, as applicable, then the rights and obligations of any assignee and Seller or Purchaser as the case may be, will be severable, and Seller or Purchaser will not be liable for the benefit nonperformance of the Noteholdersassignee and vice versa. In the case of nonperformance by one owner of the Property, the City may pursue all remedies against that nonperforming owner, but will not pursue any remedies with respect to or impede development activities of any performing owner as a result of that nonperformance. (c) Seller or Purchaser may collaterally assign its rights and obligations, including the right to receive sums payable to them through PID bonds, under this Agreement to a lender providing financing for all or a portion of the Property. No City consent to such a collateral assignment will be required, but Seller or Purchaser will give the City written notice of the name and address of any lender to whom a collateral assignment is made; provided that the City shall not be required to effect pay PID bonds or PID Assessments to any lender until the purposes City receives notice of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained collateral assignment in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, manner required for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer giving notices under this AgreementSection 12.06.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The SellerSponsor, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the SellerSponsor, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller Sponsor contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller Sponsor agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Note Insurer, and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Seller Sponsor set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The Seller, Originators and the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign Trust has assigned its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholder and the Note Insurer, as may be required pursuant to effect the purposes of the Indenture, without that no further notice to, or consent of, the Seller, Originators or the Depositor or the Master Serviceris required with respect to such assignment, and the Indenture Trustee shall succeed to such of the rights of the Issuer Trust hereunder as shall be have been so assigned. The Issuer Trust shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement Section 2.06 and 4.02 for breaches of the representations, warranties, agreements and covenants of the Seller Depositor or the Originators contained in the Mortgage Loan Purchase AgreementSections 2.05, 2.06, 3.01 and 4.01, assign such right, title and interest to the Indenture Trustee, for the benefit of the NoteholdersNoteholder and the Note Insurer. The Seller agrees Originators and the Depositor agree that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerTrust, the repurchase obligations of the Seller Depositor and the Originators set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The Mortgage Loan Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the IndentureIndenture or other governing agreement, without further notice to, or consent of, the Mortgage Loan Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Mortgage Loan Seller contained in the Mortgage Loan Purchase AgreementAgreement (including the guarantee of Alesco Financial Inc. of the Mortgage Loan Seller’s obligations to cure, repurchase or substitute Mortgage Loans as to which there has been a breach, and the related Underlying Seller pursuant to the related Sale Agreements, to the Indenture Trustee, for the benefit of the Noteholders. The Mortgage Loan Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will shall run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Mortgage Loan Seller set forth herein and in the Mortgage Loan Purchase Agreement and the repurchase obligations of the Underlying Sellers pursuant to the related Sale Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. Section 15 of the Custodial Agreement is hereby deleted in its entirety and replaced in its entirety with the following: "The SellerRegistered Holder with respect to all or a portion of the Mortgage Loansowned by such Registered Holder shall have the right to assign, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign in whole or in part, its interest interests under this Agreement with respect to the Indenture Trustee, for the benefit some or all of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master ServicerMortgage Loans, and the Indenture Trustee shall succeed to designate any person (such of the person, an "Assignee") or exercise any rights of the Issuer Registered Holder hereunder, and such assignee or designee shall accede to the rights and obligations hereunder as of the Registered Holder with respect to such Mortgage Loans. All references to the Registered Holder shall be so assigneddeemed to include its assignee or designee. The Issuer shallIn connection with any such assignment, pursuant the Registered Holder with respect to all or a portion of the IndentureMortgage Loans owned by such Registered Holder, assign all the Custodian shall issue (a) a Trust Receipt in the form of its right, title Exhibit One hereto with a Mortgage Loan Schedule and interest in and Exception Report with respect to the Mortgage Loans and its right subject to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements Assignee and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the (b) an updated Mortgage Loan Purchase Agreement Schedule and Exception Report to the assigning Registered Holder with respect to breaches the Mortgage Loans which the Custodian holds for the Registered Holder. The Custodian may not assign its interest or delegate its duties under this Agreement without the prior written consent of such representations, warranties, agreements and covenantsthe Registered Holder. Any In the event of any such assignment to or delegation, the Indenture Trustee Registered Holder shall not be deemed to constitute an assignment responsible for any fees of the successor Custodian in excess of the fees formerly paid by the Registered Holder to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementCustodian."

Assignment of Agreement. The Seller(a) Except as set forth in this Section 14.7, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer (i) neither Party may assign any of its interest rights, or delegate any of its obligations, under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, and (ii) Seller may not permit the assignment of any of the membership interests in Seller to a third party without the prior written consent of Buyer; provided, that the consent of Buyer shall not be required with respect to any assignment, sale or transfer by Seller or its Affiliates of the membership interests in Seller to a Qualified Transferee. (b) Buyer may assign this Agreement without the consent of Seller to a Qualified Buyer Assignee; provided, that in connection with any such assignment any such Qualified Buyer Assignee shall execute a written assumption agreement in favor of Seller pursuant to which any such Qualified Buyer Assignee shall assume all the obligations of Buyer under this Agreement and agree to be bound by all the terms and conditions of this Agreement; provided further that any modifications or amendments to this Agreement to accommodate the technical requirements of such Qualified Buyer Assignee (including as they relate to transmission and scheduling) shall require the consent of Seller, which shall not be unreasonably withheld. (c) Seller shall not sell or transfer the Facility to any Person other than a Person to whom Seller assigns this Agreement in accordance with this Section 14.7, without the prior written consent of Buyer and otherwise subject to compliance with the Right of First Offer set forth in Section 14.25. Any purported sale or transfer in violation of this Section 14.7(c) shall be null and void and of no force or effect. (d) Buyer’s or Buyer’s Authorized Representative’s consent shall not be required in connection with (i) the collateral assignment of this Agreement to any Facility Lender or (ii) any assignment of all or a portion of the membership interests in Seller to any Facility Lender, in each case for the purpose of financing the Facility; provided, however, that (1) the terms of such financing and the documentation relating thereto shall comply with the applicable terms and conditions of this Agreement, and (2) in connection with any such assignment and the exercise of remedies by any Facility Lender, the Facility Lender acknowledges and agrees to be bound by the requirement the Facility be operated and maintained by a Qualified Operator. Seller shall provide Buyer with ninety (90) days’ prior notice of any such collateral assignment or assignment of membership interests. Notwithstanding the foregoing or anything else expressed or implied herein to the Indenture Trusteecontrary, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Products (not including the proceeds thereof) to any Facility Lender. To facilitate Seller’s obtaining of financing for the benefit Facility, Buyer agrees to provide the Facility Lender Consent. Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses incurred by Buyer in the preparation, negotiation, execution or delivery of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor Facility Lender Consent and any documents requested by Seller or the Master ServicerFacility Lender, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shallprovided by Buyer, pursuant to this Section 14.7(d). (e) In no event shall Buyer be liable to Facility Lender for any claims, losses, expenses or damages whatsoever other than liability Buyer may have to Seller under this Agreement. In the Indentureevent of any foreclosure, assign all whether judicial or nonjudicial, or any deed in lieu EXHIBIT C of its rightforeclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender or other transferee, and their successors in interest and assigns, shall be bound by the covenants and agreements of Seller in this Agreement; provided, however, that until the Person who acquires title and interest in and to the Mortgage Loans Facility executes and its right delivers to exercise the remedies created by Article II Buyer a written assumption of Seller’s obligations under this Agreement for breaches of the representations, warranties, agreements in form and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, substance acceptable to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture TrusteeBuyer or Buyer’s Authorized Representative, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee Person shall not be deemed entitled to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under benefits of this Agreement.. Any sale or transfer of the Facility by Facility Lender shall be made only to an entity that is a Qualified Transferee..

Assignment of Agreement. The Seller, the Depositor Depositor, CHL and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor Depositor, CHL or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the CHL and the Seller contained in the Mortgage Loan Purchase Section 2.03(b) and (c), respectively, of this Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Each of the Seller agrees and CHL agree that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Seller and CHL set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this Agreement.

Assignment of Agreement. The (a) Buyer may from time to time and at any time assign any or all of its rights, and delegate any or all of its obligations, under this Agreement, the Option Agreement and the Storage Option Agreement in whole or in part without the consent of Seller to a Qualified Buyer Assignee; provided that any one or more assignments to the City of ▇▇▇▇▇ and/or the City of ▇▇▇▇▇▇▇ may not exceed one (1) MW in total. Notwithstanding the foregoing, in connection with any such assignment, such Qualified Buyer Assignee shall execute a written assumption agreement in favor of Seller pursuant to which any such Qualified Buyer Assignee shall assume all the obligations of Buyer under this Agreement, the Option Agreement, and the Storage Option Agreement, thereby relieving the assignor Buyer from its duties and obligations hereunder and thereunder. (b) Except as set forth in this Section 14.7, Seller shall not assign any of its rights, or delegate any of its obligations, in or under this Agreement, the Option Agreement or the Storage Option Agreement without the prior written consent of Buyer, such consent not to be unreasonably withheld. Any purported assignment or delegation in violation of this provision shall be null and void and of no force or effect. (c) Buyer’s consent shall not be required in connection with the collateral assignment or pledge of this Agreement to any Facility Lender for the purposes of financing the Facility, the assignment of this Agreement to a Qualified Transferee by a Facility Lender following or in connection with the exercise of remedies by a Facility Lender, or the assignment of this Agreement in connection with a Tax Equity Financing utilizing a lease or inverted lease structure; provided, however, that (1) the terms of such financing and the documentation relating thereto shall not conflict with the applicable terms and conditions of this Agreement, the Option Agreement, and the Storage Option Agreement as applicable, (2) in connection with any such assignment or pledge and the exercise of remedies by any Facility Lender, the Facility Lender acknowledges and agrees to be bound by the requirement that the Facility be operated and maintained by a Qualified Operator and (3) in the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender shall be bound by the covenants and agreements of Seller in this Agreement, the Option Agreement and the Storage Option Agreement. Without limiting the foregoing, following the conversion or repayment of any construction Facility Debt, which, for the avoidance of doubt, shall occur on or around the Commercial Operation Date, the collateral of Seller securing the Facility Debt of any Upstream Equity Owner or Ultimate Parent Entity shall (i) secure only the obligations under financing agreements providing for the Facility Debt that are allocated to the Facility and (ii) not secure any obligations of any other project of the borrower or any of its affiliates. Seller shall provide Buyer with sixty (60) days’ prior notice of any such collateral assignment or pledge. Notwithstanding the foregoing or anything else expressed or implied herein to the contrary, Seller shall not assign, transfer, convey, encumber, sell or otherwise dispose of all or any portion of the Products (not including the proceeds thereof) to any Facility Lender. (d) Seller shall provide sixty (60) days’ written notice to Buyer prior to the occurrence of any (i) Change in Control or (ii) any Tax Equity Financing. (e) A Change in Control is permitted if (i) Buyer has given prior written consent to the transaction or transactions constituting the Change in Control, or (ii) the Change in Control occurs in connection with the exercise of remedies by a Facility Lender (including a transfer of direct or indirect interests in the Facility by a Facility Lender following the exercise of remedies) and the new Upstream Equity Owner following the Change in Control meets the criteria set forth in clause (a) or (b) of the definition of Qualified Transferee. In connection with any Change in Control under Section 14.7(e)(i), at Buyer’s request, Seller shall cause the resulting Ultimate Parent Entity and Upstream Equity Owners to deliver an estoppel certificate to Buyer confirming that this Agreement and the Ancillary Documents remain in full force and effect. (f) Seller shall not sell or transfer the Facility to any Person other than a Person to whom Seller assigns this Agreement, the Option Agreement and the Storage Option Agreement in accordance with this Section 14.7, without the prior written consent of Buyer and otherwise subject to compliance with the Right of First Offer and Right of First Refusal set forth in Section 14.25. Any purported sale or transfer in violation of this Section 14.7(f) shall be null and void and of no force or effect. (g) In no event shall Buyer be liable to any Facility Lender for any claims, losses, expenses or damages whatsoever other than liability a Buyer may have to Seller under this Agreement, the Option Agreement, or the Storage Option Agreement, as applicable. In the event of any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage, or other similar Lien, Facility Lender shall be bound by the covenants and agreements of Seller in this Agreement, the Option Agreement and the Storage Option Agreement; provided, however, that until the Person who acquires title to the Facility executes and delivers to Buyer a written assumption of Seller’s obligations under this Agreement in form and substance acceptable to Buyer, such Person shall not be entitled to any of the benefits of this Agreement. Any sale or transfer of all or any portion of the Facility by any Facility Lender in connection with any foreclosure, whether judicial or nonjudicial, or any deed in lieu of foreclosure, in connection with any deed of trust, mortgage or similar Lien on the Facility, shall be made only to an entity that is a Qualified Transferee. (h) Seller shall reimburse, or shall cause the Facility Lender to reimburse, Buyer for the incremental direct expenses (including reasonable attorneys’ fees and expenses) incurred by ▇▇▇▇▇ in the preparation, negotiation, execution or delivery of the Facility Lender Consent, and any other documents requested by Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice toFacility Lender, or consent ofany Tax Equity Investor and provided by Buyer, the Seller, the Depositor in connection with this Section 14.7 or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementTax Equity Financing.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, Agreement and the Assignment Agreement to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Seller set forth herein and herein, in the Mortgage Loan Purchase Agreement and in the Assignment Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The Sellerparties agree that this Agreement may be assigned, in whole or in part, by Owner, to one or more assignees, provided such assignment shall not be effective until twenty (20) days after Owner provides WTC with written notice of any such assignment. Upon such assignment and assumption, Owner shall have no further rights, duties or obligations under the Agreement to the extent such rights, duties or obligations apply to the interest acquired by the assignee. This Agreement may also be assigned, upon written notice to WTC , by Owner to a Lender or by a Lender to a third party after the Lender has exercised a right of foreclosure with respect to the Improvements or the project. The Parties agree that a transfer of all or a portion of the ownership interests in Owner to a third party shall not be considered an assignment under the terms of this Agreement. But, if after such a transaction is consummated, the Depositor and corporate name of the Master Servicer hereby acknowledge and agree that Owner is changed or the Issuer locally-known name of the project is changed, Owner shall provide notice of such changes to WTC. In addition to its rights under the preceding paragraph, Owner may assign mortgage, pledge, or otherwise encumber its interest in this Agreement or the Improvements or project to a Lender for the purpose of financing the operations of the Improvements or constructing the Improvements or acquiring additional equipment following any initial phase of construction. Owner’s encumbering its interest in this Agreement may include an assignment of Owner's rights and obligations under this Agreement for purposes of granting a security interest in the Agreement. In the event Owner takes any of the actions permitted by this paragraph, it may provide written notice of such action to WTC with such notice to include the name and notice information of the Lender. If Owner does not provide the name and notice information of a Lender to WTC, then such Lender shall not have the notice rights of a Lender under this Agreement. WTC shall provide such assistance as Owner or assignee may reasonably request in connection with obtaining financing for the Improvements, the project or any portion thereof. WTC agrees that it shall make available to Owner, assignee and any Lender information relating to the Indenture TrusteeTax Abatement Agreement, for the benefit and such other related matters as Owner or Assignee may reasonably request. WTC shall furnish such consents to assignment, estoppel certificates, certifications and representations and opinions of the Noteholderscounsel addressed to Owner or Assignee and such Lenders, as may be required to effect the purposes of the Indenturereasonably requested by Owner, without further notice to, Assignee or consent of, the Seller, the Depositor or the Master ServicerLender, and the Indenture Trustee shall succeed to all reasonable costs incurred by WTC in executing and delivering such of the rights of the Issuer hereunder as documents shall be so assignedborne by Owner or Assignee, if applicable. The Issuer shallAt Owner’s or Assignee’s request, pursuant to WTC shall cooperate with the Indentureindependent engineer or other advisors if any, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementLender.

Assignment of Agreement. The Seller, Purchaser has the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may right to assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, T-Mobile Funding as may be required to effect the purposes of the IndentureSale Agreement, the other Related Documents and the EIP Dealer Agreements, without further notice to, or consent of, the Sellerany Seller (and, the Depositor or the Master Servicerif applicable, any EIP Dealer), and T-Mobile Funding (together with the Indenture Trustee Administrative Agent (for the benefit of the Owners)) shall succeed to such of the rights of the Issuer Purchaser hereunder as shall be so assigned. The Issuer shallEach Seller acknowledges that, pursuant to the IndentureSale Agreement, the Purchaser will assign all of its right, title and interest in and to the Mortgage Loans all Receivables and Related Rights and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreementrights hereunder against such Seller, to T-Mobile Funding, and that T-Mobile Funding may further convey such interests and rights to the Indenture Trustee, Administrative Agent (for the benefit of the NoteholdersOwners) pursuant to the Receivables Purchase Agreement. The Each Seller agrees that, upon such assignment to the Indenture TrusteeT-Mobile Funding, such representations, warranties, agreements interests and covenants rights will run to and be for the benefit of the Indenture Trustee T-Mobile Funding (and the Indenture Trustee Administrative Agent (for the benefit of the Owners)) and that T-Mobile Funding (and/or the Administrative Agent (for the benefit of the Owners)) may enforceenforce directly, without joinder of the Depositor Purchaser, its rights or interests hereunder in respect of the IssuerReceivables and Related Rights so conveyed. Each Seller agrees that the Administrative Agent shall have the right to enforce this Agreement, the repurchase obligations EIP Dealer Agreements and each other Related Document and to exercise directly all of the Seller set forth herein Purchaser’s rights and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer remedies under this Agreement, the EIP Dealer Agreements and each other Related Document (including the right to give or withhold any consents or approvals of the Purchaser to be given or withheld hereunder), and each Seller agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies. Each Seller further agrees to give the Administrative Agent copies of all notices and reports it is required to give to the Purchaser hereunder.

Assignment of Agreement. The SellerSponsor, the Depositor Depositor, the Servicer and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the SellerSponsor, the Depositor Depositor, the Servicer or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans HELOCs and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller Sponsor contained in the Mortgage Loan HELOC Purchase Agreement, to the Indenture Trustee, for the benefit of the NoteholdersNoteholders and the Note Insurer. The Seller Sponsor agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Note Insurer, and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Seller Sponsor set forth herein and in the Mortgage Loan HELOC Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The Mortgage Loan Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the IndentureIndenture or other governing agreement, without further notice to, or consent of, the Mortgage Loan Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Mortgage Loan Seller contained in the Mortgage Loan Purchase AgreementAgreement (including the guarantee of Alesco Financial Inc. of the Mortgage Loan Seller’s obligations to cure, repurchase or substitute Mortgage Loans as to which there has been a breach), and the related Underlying Seller pursuant to the related Sale Agreements, to the Indenture Trustee, for the benefit of the Noteholders. The Mortgage Loan Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will shall run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Mortgage Loan Seller set forth herein and in the Mortgage Loan Purchase Agreement and the repurchase obligations of the Underlying Sellers pursuant to the related Sale Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. The SellerRegistered Holder with respect to all or a portion of the Mortgage Loans owned by such Registered Holder shall have the right to assign, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer may assign in whole or in part, its interest interests under this Agreement with respect to the Indenture Trustee, for the benefit some or all of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master ServicerMortgage Loans, and the Indenture Trustee shall succeed to designate any person (such of the person, an "Assignee") or exercise any rights of the Issuer Registered Holder hereunder, and such assignee or designee shall accede to the rights and obligations hereunder as of the Registered Holder with respect to such Mortgage Loans. All references to the Registered Holder shall be so assigneddeemed to include its assignee or designee. The Issuer shallIn connection with any such assignment, pursuant the Registered Holder with respect to all or a portion of the IndentureMortgage Loans owned by such Registered Holder, assign all the Custodian shall issue (a) a Trust Receipt in the form of its right, title Exhibit One hereto with a Mortgage Loan Schedule and interest in and Exception Report with respect to the Mortgage Loans and its right subject to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Seller contained in the Mortgage Loan Purchase Agreement, to the Indenture Trustee, for the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements Assignee and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the (b) an updated Mortgage Loan Purchase Agreement Schedule and Exception Report to the assigning Registered Holder with respect to breaches the Mortgage Loans which the Custodian holds for the Registered Holder. The Custodian may not assign its interest or delegate its duties under this Agreement without the prior written consent of such representations, warranties, agreements and covenantsthe Registered Holder. Any In the event of any such assignment to or delegation, the Indenture Trustee Registered Holder shall not be deemed to constitute an assignment responsible for any fees of the successor Custodian in excess of the fees formerly paid by the Registered Holder to the Indenture Trustee of any obligations or liabilities of the Issuer under this AgreementCustodian.

Assignment of Agreement. The Seller, the Depositor and the Master Servicer hereby acknowledge and agree that the Issuer Issuing Entity may assign its interest under this Agreement to the Indenture TrusteeTrustee (or the Indenture Trustee with regard to the REMIC Class A Notes or the Trustee with regard to the REMIC Certificates, as applicable), for the benefit of the NoteholdersNoteholders or the holders of any REMIC Class A Notes or REMIC Certificates, as may be required to effect the purposes of the IndentureIndenture or other governing agreement, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture Trustee shall succeed to such of the rights of the Issuer Issuing Entity hereunder as shall be so assigned. The Issuer Issuing Entity shall, pursuant to the Indenture, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Article II of this Agreement for breaches of the representations, warranties, agreements and covenants of the Mortgage Loan Seller contained in the Mortgage Loan Purchase Sale Agreement, to the Indenture TrusteeTrustee (or the Indenture Trustee with regard to the REMIC Class A Notes or the Trustee with regard to the REMIC Certificates, as applicable), for the benefit of the NoteholdersNoteholders or the holders of any REMIC Class A Notes or REMIC Certificates. The Mortgage Loan Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the IssuerIssuing Entity, the repurchase obligations of the Mortgage Loan Seller set forth herein and in the Mortgage Loan Purchase Sale Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee (or the Indenture Trustee with regard to the REMIC Class A Notes or the Trustee with regard to the REMIC Certificates, as applicable) shall not be deemed to constitute an assignment to the Indenture Trustee (or the Indenture Trustee with regard to the REMIC Class A Notes or the Trustee with regard to the REMIC Certificates, as applicable) of any obligations or liabilities of the Issuer Issuing Entity under this Agreement.

Assignment of Agreement. This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the parties to this Agreement; provided, however, that except as provided in the case of an Event of Default, and, except for the assignment by the Authority authorized hereby or for the sale of a Participant’s Entitlement Share in accordance with this Agreement, neither this Agreement nor any interest herein shall be transferred or assigned by any party hereto except with the consent in writing of all other parties hereto, provided, however, that such consent shall not be withheld unreasonably. No assignment or transfer of this Agreement shall relieve the parties of any obligation hereunder. The Seller, the Depositor and the Master Servicer hereby Participants acknowledge and agree that the Issuer Participants may assign its interest under this Agreement and pledge to the Indenture Trustee, for the benefit of the Noteholders, as may be required to effect the purposes of the Indenture, without further notice to, or consent of, the Seller, the Depositor or the Master Servicer, and the Indenture a Trustee shall succeed to such of the rights of the Issuer hereunder as shall be so assigned. The Issuer shall, pursuant to the Indenture, assign designated in connection with any Bonds all of its right, title title, and interest in and to all payments to be made to the Mortgage Loans and its right to exercise Authority under the remedies created by provisions of Article II of this Agreement for breaches and to all or any portion of the representations, warranties, agreements and covenants payments attributable to the Project or to the Annual Project Costs to be made in accordance with or pursuant to any other provision of this Agreement as security for the payment of the Seller principal (including sinking fund installments) of, and premium, if any, and interest on all the Bonds, and, upon the execution of such assignment and pledge, such Trustee shall have all rights and remedies herein provided to the Participants, and any reference herein to the Participants shall be deemed, with the necessary changes in detail, to include such Trustee which shall be a third-party beneficiary of the covenants and agreements of the Participants herein contained. Nothing contained in this Section is intended to affect or limit the Mortgage Loan Purchase Agreement, assignment and pledge of amounts due from Oconee or ▇▇▇▇▇▇ to the Indenture Trustee, trustee for any Bonds under the benefit of the Noteholders. The Seller agrees that, upon such assignment to the Indenture Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Indenture Trustee and the Indenture Trustee may enforce, without joinder of the Depositor or the Issuer, the repurchase obligations of the Seller set forth herein and in the Mortgage Loan Purchase Agreement with respect to breaches of such representations, warranties, agreements and covenants. Any such assignment to the Indenture Trustee shall not be deemed to constitute an assignment to the Indenture Trustee terms of any obligations or liabilities of the Issuer under this Agreementintergovernmental agreement entered into to provide moneys to secure such Bonds.