Common use of NONASSIGNMENT Clause in Contracts

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act. Notwithstanding the provisions of this Section 15 to the contrary, the Seller consents to the Buyer’s grant of a security interest herein to ▇▇▇▇▇▇▇ Mac, its successors and a Permitted Assign. The Buyer and Seller agree that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.

NONASSIGNMENT. Neither party Without in any way limiting the Company's obligation to obtain those consents required hereunder for the sale, transfer, assignment and delivery of the Shares and the Purchased Assets to Purchasers hereunder, if any such consent is not obtained or if such assignment is not permitted irrespective of consent and the Closing hereunder is consummated, the Company shall assign cooperate with Purchasers in any reasonable arrangement requiring no direct or otherwise transfer its indirect cost to the Stockholders designed by Purchasers following consultation with the Stockholders to provide Purchasers with the rights or obligations hereunder or and benefits of the Shares and the Purchased Assets, including enforcement for the benefit of Purchasers of any interest herein to and all rights of the Company against any other Person person arising out of breach or any cancellation by such other person and, if requested by Purchasers, the Company shall act as an agent on behalf of its other branches Purchasers or offices without as Purchasers shall otherwise reasonably require. If requested by the prior written consent Stockholders, the Purchasers shall act as an agent on behalf of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting Stockholders for purposes of this Agreement through collecting the accounts receivable included in the Excluded Assets (the "Company Accounts Receivable") provided, however, the Purchasers make no representations regarding the collectability of such accounts receivable. The Stockholders and Purchasers further agree that the Company may use the proceeds of the Company Accounts Receivable to pay off any accounts payable which constitute Excluded Liabilities (the "Company Accounts Payable"). Any Company Accounts Receivable not utilized to pay Company Accounts Payable shall be paid to the Stockholders on a monthly basis in accordance with their respective branches or offices specified in Exhibit A. pro rata percentage ownership of the Company immediately prior to Closing. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed Purchasers and Stockholders agree that any proceeds received by the BuyerCompany as payment of an account receivable shall be applied to pay the specific account receivable noted in documentation accompanying such payment or as otherwise would reasonably be determined. If no such designation or determination is made, or by any subsequent assignee or transferee of the Buyer, if the Seller would payment shall be entitled applied to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulationsaccounts receivable, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act. Notwithstanding the provisions of this Section 15 to the contraryCompany Accounts Receivable, the Seller consents to the Buyer’s grant of on a security interest herein to ▇▇▇▇▇▇▇ Macfirst-in, its successors and a Permitted Assign. The Buyer and Seller agree that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising first-out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreementbasis.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ MacSecured Lender, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i6(b), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac Secured Lender at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making decision‑making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the Buyer’s grant of a security interest herein to ▇▇▇▇▇▇▇ Macthe Secured Lender, its successors and a Permitted Assignassign. The Buyer and Seller agree that ▇▇▇▇▇▇▇ Mac Secured Lender may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign Secured Lender to Seller made pursuant to this Agreement, (ii) Agreement and Seller has no duty to investigate or verify such written instructions, instructions and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Accordingly, all payments hereunder shall be made in accordance with Section 3 hereof and to the account of the Secured Lender as specified in Exhibit A hereto unless instructed otherwise by Secured Lender. Seller shall be helfl held harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, Assignment Notice or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust AgreementSecured Lender.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ ' prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s 's duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “"know your customer” " or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act. Notwithstanding the provisions of this Section 15 to the contrary, the Seller consents to the collateral assignment of the Buyer’s grant of a security 's interest herein to ▇▇▇▇▇▇▇ Mac. Accordingly, its successors all payments hereunder shall be made in accordance with Section 3 hereof and a Permitted Assignto the account of ▇▇▇▇▇▇▇ Mac as specified in Exhibit A hereto. The Buyer and Seller agree agrees that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions instructions, except actions involving Seller’s 's own gross negligence or willful misconduct. Seller shall be helfl held harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s 's fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon upon, assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a5(i) or Section 6(b)(i6(b), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the assignment of the Buyer’s grant of a security interest herein ultimately to ▇▇▇▇▇▇▇ Mac. Accordingly, its successors all payments hereunder shall be made in accordance with Section 3 hereof and a Permitted Assignto the account of the Servicer as specified in Exhibit A hereto. The Buyer and Seller agree agrees that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(aS(i) or Section 6(b)(i6(b), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer Buyer- and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. , The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the assignment of the Buyer’s grant of a security interest herein ultimately to ▇▇▇▇▇▇▇ Mac. Accordingly, its successors all payments hereunder shall be made in accordance with Section 3 hereof and a Permitted Assignto the account of the Servicer as specified in Exhibit A hereto. The Buyer and Seller agree agrees that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇F▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i6(b), as the case may be; (c) the credit policies of the Buyer or ▇F▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the assignment of the Buyer’s grant of a security interest herein ultimately to ▇F▇▇▇▇▇▇ Mac. Accordingly, its successors all payments hereunder shall be made in accordance with Section 3 hereof and a Permitted Assignto the account of F▇▇▇▇▇▇ Mac as specified in Exhibit A hereto. The Buyer and Seller agree agrees that ▇F▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇F▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇F▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i), as the case may be; (c) the credit policies of the Buyer or ▇F▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇D▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection Act. Notwithstanding the provisions of this Section 15 to the contrary, the Seller consents to the Buyer’s grant of a security interest herein to ▇▇▇▇▇▇▇ Mac, its successors and a Permitted Assign. The Buyer and Seller agree that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 ten (10) Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i), as the case may be; (c) the credit policies of the Buyer or ▇▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit supporttransferee; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Reference No. 16900928 Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five (5) Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the collateral assignment of the Buyer’s grant of a security interest herein to ▇▇▇▇▇▇▇ Mac, its successors and Permitted Assigns. “Permitted Assigns”, with respect to ▇▇▇▇▇▇▇ Mac, means any national banking association organized under the laws of the United States, or Deutsche Bank Trust Company Americas, which serves as trustee (“Trustee”) of a ▇▇▇▇▇▇▇ Mac-sponsored securitization trust and its successors and assigns. No assignment by ▇▇▇▇▇▇▇ Mac of its security interest in this Agreement shall be effective with respect to the Seller until delivery by ▇▇▇▇▇▇▇ Mac to the Seller of a notification of such assignment, which notification shall include the name and contact information of the Trustee and of the servicer which shall be entitled to act on behalf of the Trustee. Buyer hereby consents to the assignment of ▇▇▇▇▇▇▇ Mac’s security interest in this Agreement to any Permitted AssignAssigns. The Buyer and Seller agree that, following receipt of such notice, the Trustee or the designated servicer shall be entitled to exercise all rights of ▇▇▇▇▇▇▇ Mac set forth herein; provided, however, that (a) such assignment to a Permitted Assign complies with (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (ii) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (iii) the International Emergency Economic Power Act, 50 U.S.C. §1701 et. seq. and (iv) all other applicable federal and state laws and regulations relating to money laundering or terrorism and (b) any such assignment pursuant to a foreclosure sale or conveyance in lieu thereof shall not result in any gross-up obligation on the part of the Seller with respect to withholding tax in excess of any such obligation existing immediately prior to any such assignment. Accordingly, all payments hereunder shall be made in accordance with Section 3 hereof and to the account of the Servicer as specified in Exhibit A hereto or as otherwise directed by ▇▇▇▇▇▇▇ Mac, regardless of whether the Buyer’s interest herein are assigned to ▇▇▇▇▇▇▇ Mac’s successors or assigns. The Seller agrees that ▇▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may Seller shall be entitled to conclusively rely conclusively (without any independent investigation) on the written instructions of ▇▇▇▇▇▇▇ Mac Mac’s statement or a Permitted Assign the Servicer’s statement, as the case may be, that the Servicer is entitled to Seller made pursuant to payment under this Agreement, and (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl held harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the ultimately determined to be founded on gross negligence or willful misconduct of the Seller, and from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s reasonable attorneys’ fees and disbursements) reasonably incurred by the Seller as a Reference No. 16900928 result of the assertion of any claim, by any person or entityentity excluding ▇▇▇▇▇▇▇ Mac, arising out of, or otherwise related to, any action actions taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, any such notice or any instructions or notice instruction provided by ▇▇▇▇▇▇▇ Mac (or its servicer, a Permitted Assign) or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust AgreementServicer.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇F▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a) or Section 6(b)(i6(b), as the case may be; (c) the credit policies of the Buyer or ▇F▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and; (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the assignment of the Buyer’s grant of a security interest herein ultimately to ▇F▇▇▇▇▇▇ Mac. Accordingly, its successors all payments hereunder shall be made in accordance with Section 3 hereof and a Permitted Assignto the account of F▇▇▇▇▇▇ Mac as specified in Exhibit A hereto. The Buyer and Seller agree agrees that ▇F▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇F▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty Agreement without undertaking any independent investigation to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred Payment made by the Seller as a result to the account of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇F▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in Exhibit A or to such other account specified by F▇▇▇▇▇▇ Mac shall extinguish the Collateral Trust Agreementobligations of Seller hereunder to the extent of such payment.

NONASSIGNMENT. Neither party shall assign or otherwise transfer its rights or obligations hereunder or any interest herein to any other Person or any of its other branches or offices without the prior written consent of the other party to this Agreement and ▇F▇▇▇▇▇▇ Mac, unless the assignment or transfer by the Seller is pursuant to Section 5 or Section 6 and provided that: (a) the Seller gives the Buyer 10 Business Days’ prior written notice of the assignment or transfer; (b) the assignee or transferee meets the criteria set forth in Section 5(a5(i) or Section 6(b)(i6(b), as the case may be; (c) the credit policies of the Buyer or ▇F▇▇▇▇▇▇ Mac at the time would permit the Buyer to purchase an interest rate cap from the assignee or transferee without credit support; (d) a Termination Event does not occur as a result of such transfer; (e) on or prior to the effective date of the transfer, this Agreement (including, without limitation, any Tax covenants (if any) in Exhibit B to this Agreement) and all other related documents shall have been amended to reflect the transfer in a manner reasonably satisfactory to Buyer; and (f) on or prior to the effective date of the transfer, Seller shall have agreed in writing to indemnify and hold harmless Buyer in a manner reasonably satisfactory to Buyer from and against any adverse tax consequences and any related fees, expenses and other losses resulting from the transfer, subject to the following conditions: (i) notwithstanding Seller’s duty to indemnify Buyer, Buyer shall at all times retain sole control and decision-making authority with regard to any tax issues affecting Buyer or related litigation arising from or in connection with said transfer; and (ii) such indemnification shall be made as such expenses are incurred by Buyer and at such time as Buyer is required to pay any such tax liability, provided that Seller shall not be required to make such indemnification until five Business Days after it bas has received written notice from Buyer of expenses or liabilities for which Buyer seeks reimbursement. Any purported transfer in violation of this Section shall be void. The parties are acting for purposes of this Agreement through their respective branches or offices specified in Exhibit A. The Seller shall not unreasonably withhold its consent to an assignment or transfer proposed by the Buyer, or by any subsequent assignee or transferee of the Buyer, if the Seller would be entitled to make the payments it is required to make pursuant to Section 2 to the proposed assignee or transferee lawfully and without withholding for or on account of Taxes and the proposed assignee or transferee assumes the obligations of the Buyer under the Tax covenants (if any) of the Buyer in Exhibit B to this Agreement to the satisfaction of the Seller and if the proposed assignee or transferee provides all information (if any) necessary for Seller to comply with any applicable money laundering “know your customer” or government regulations, including but not limited to regulations under the ▇▇▇▇ ▇▇▇▇▇ Wall Street Reform and Consumer Protection ActSeller. Notwithstanding the provisions of this Section 15 14 to the contrary, the Seller consents to the assignment of the Buyer’s grant of a security interest herein ultimately to ▇F▇▇▇▇▇▇ Mac. Accordingly, its successors all payments hereunder shall be made in accordance with Section 3 hereof and a Permitted Assignto the account of F▇▇▇▇▇▇ Mac as specified in Exhibit A hereto. The Buyer and Seller agree agrees that ▇F▇▇▇▇▇▇ Mac may exercise the rights of the Buyer hereunder from time to time, and Buyer agrees that the Seller (i) may rely conclusively on the written instructions of ▇F▇▇▇▇▇▇ Mac or a Permitted Assign to Seller made pursuant to this Agreement, (ii) has no duty to investigate or verify such written instructions, and (iii) shall not be liable for any actions taken in accordance with such written instructions except actions involving Seller’s own gross negligence or willful misconduct. Seller shall be helfl harmless and shall be fully indemnified by the Buyer, from and against any and all claims, other than those arising out of the gross negligence or willful misconduct of the Seller, from and against any damages, penalties, judgments, liabilities, losses or expenses (including attorney’s fees and disbursements) reasonably incurred by the Seller as a result of the assertion of any claim, by any person or entity, arising out of, or otherwise related to, any action taken or omitted to be taken by the Seller in reliance upon assignment of the security interest in the Rate Cap Agreement to ▇▇▇▇▇▇▇ Mac, or any instructions or notice provided by ▇▇▇▇▇▇▇ Mac or its servicer, or the Buyer. All notices delivered to Seller pursuant to this Section 15 shall also be delivered to USB at the address set forth in the Collateral Trust Agreement.