Common use of Assignment by the Lender Clause in Contracts

Assignment by the Lender. The Lender shall have free and unrestricted use of the Mortgage Loans and may engage in financing, repurchase, purchase and sale, sale, or similar transactions with the Mortgage Loans and otherwise pledge, repledge, transfer, hypothecate or rehypothecate the Mortgage Loans and all rights of the Lender under the Loan Agreement (and this Custodial Agreement) to any assignee designated by the Lender (each, an "Assignee"). The Borrower hereby irrevocably consents to any such assignment. Upon receipt of written notice to the Custodian of any such assignment in the form attached hereto as Annex 10, the Custodian shall xxxx its records to reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee. The Custodian's records shall reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee until such time as the Custodian receives written instructions from the Lender with consent from the Assignee that the Mortgage Loans are no longer pledged or assigned by the Lender to the Assignee, at which time the Custodian shall change its records to reflect the release of the pledge or assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as custodian for, and for the benefit of, the Lender. If the Lender has notified the Custodian in writing of such assignment or pledge by delivery to the Custodian of a written notice in the form of Annex 10 hereto, then, upon delivery of notice in the form of Annex 14 by Assignee to the Custodian of the Lender's default, Assignee may, subject to any limitations in any agreement between Assignee and the Lender, (i) require Custodian to act with respect to the related Mortgage Loans solely in the capacity of custodian for, and bailee of, Assignee, but nevertheless subject to and only in accordance with the terms of this Custodial Agreement, (ii) require Custodian to hold such Mortgage Loans for the exclusive use and benefit of Assignee, and (iii) assume the rights of the Lender under this Agreement to furnish instructions to the Custodian as to the disposition of such Mortgage Loans and such rights shall be exercisable solely by Assignee. In addition, within three (3) Business Days of receipt of such notice to the Custodian in the form of Annex 14 and receipt by the Custodian of the Trust Receipt from the Assignee, the Custodian shall deliver, in accordance with the written instructions of the Assignee, a Trust Receipt issued in the name of the Assignee and to the place indicated in any such written direction from the Assignee. The Custodian shall assume that any assignment from the Lender to Assignee is subject to no limitations that are not expressly set forth in this Custodial Agreement. Until such time as the Custodian receives notice in the form of Annex 14 from the Assignee that there exists an event of default with respect to a pledge or assignment of its interest in the Mortgage Loans and Mortgage Files, the Custodian shall take directions solely from Lender.

Assignment by the Lender. The Lender shall have free may, at any time and unrestricted use of the Mortgage Loans and may engage in financingfrom time to time, repurchaseassign to any bank, purchase and sale, sale, insurance company or similar transactions with the Mortgage Loans and otherwise pledge, repledge, transfer, hypothecate financial institution all or rehypothecate the Mortgage Loans and all rights of the Lender under the Loan Agreement (and this Custodial Agreement) to any assignee designated by the Lender (each, an "Assignee"). The Borrower hereby irrevocably consents to any such assignment. Upon receipt of written notice to the Custodian of any such assignment in the form attached hereto as Annex 10, the Custodian shall xxxx its records to reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee. The Custodian's records shall reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee until such time as the Custodian receives written instructions from the Lender with consent from the Assignee that the Mortgage Loans are no longer pledged or assigned by the Lender to the Assignee, at which time the Custodian shall change its records to reflect the release of the pledge or assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as custodian for, and for the benefit of, the Lender. If the Lender has notified the Custodian in writing of such assignment or pledge by delivery to the Custodian of a written notice in the form of Annex 10 hereto, then, upon delivery of notice in the form of Annex 14 by Assignee to the Custodian of the Lender's default, Assignee may, subject to any limitations in any agreement between Assignee and the Lender, (i) require Custodian to act with respect to the related Mortgage Loans solely in the capacity of custodian for, and bailee of, Assignee, but nevertheless subject to and only in accordance with the terms of this Custodial Agreement, (ii) require Custodian to hold such Mortgage Loans for the exclusive use and benefit of Assignee, and (iii) assume the rights of the Lender under this Agreement to furnish instructions to the Custodian as to the disposition of such Mortgage Loans and such rights shall be exercisable solely by Assignee. In addition, within three (3) Business Days of receipt of such notice to the Custodian in the form of Annex 14 and receipt by the Custodian of the Trust Receipt from the Assignee, the Custodian shall deliver, in accordance with the written instructions of the Assignee, a Trust Receipt issued in the name of the Assignee and to the place indicated in any such written direction from the Assignee. The Custodian shall assume that any assignment from the Lender to Assignee is subject to no limitations that are not expressly set forth in this Custodial Agreement. Until such time as the Custodian receives notice in the form of Annex 14 from the Assignee that there exists an event of default with respect to a pledge or assignment part of its interest in the Mortgage Loans and Mortgage FilesMortgaged Property or this Contract, including, without limitation, the Custodian Lender’s rights to receive the Installment Payments and any additional payments due and to become due hereunder. Reassignment by any assignee may also only be to a bank, insurance company or similar financial institution or to any other entity approved by the LGC. The City agrees that this Contract may become part of a pool of obligations at the Lender’s or its assignee’s option. The Lender or its assignees may assign or reassign either the entire pool or any partial interest herein. Notwithstanding the foregoing, no assignment or reassignment of the Lender’s interest in the Mortgaged Property or this Contract shall take directions solely from be effective unless and until the City shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each assignee. The City covenants and agrees with the Lender and each subsequent assignee of the Lender to maintain for the full term of this Contract a written record of each such assignment or reassignment. The City hereby appoints the Lender as its agent for the purpose of maintaining any written record in connection with an assignment under this Section, and the Lender hereby accepts such appointment. The City agrees to execute any document reasonably required by the Lender in connection with any assignment. Notwithstanding any assignment by the Lender of its interest in this Contract, the City shall not be obligated to provide any financial or other information to any assignee of the Lender except as set forth in Section 7.7. After the giving of notice described above to the City, the City shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgement shall in no way be deemed to make the assignment effective. The Lender covenants that any disclosure document circulated by it or an assignee in connection with the sale of the Lender’s rights in this Contract will contain a statement to the effect that the City has not reviewed and is not responsible for the disclosure document. The Lender covenants to defend, indemnify and hold harmless the City and its officers, employees and agents against any and all losses, claims, damages or liabilities, joint or several, including fees and expenses incurred in connection therewith, to which such Indemnified Party may become subject on account of any statement included in a disclosure document, or failure to include a statement in a disclosure document, unless the City shall have expressly approved the use of such disclosure document.

Assignment by the Lender. The Lender shall have free may, at any time and unrestricted from time to time, assign to any bank, insurance company or similar financial institution or to any other entity approved by the LGC all or any part of its interest in this Agreement or the Mortgaged Property, including, without limitation, the Lender’s rights to receive the Installment Payments and any additional payments due and to become due hereunder. Reassignment by any assignee may also only be to a bank, insurance company or similar financial institution or to any other entity approved by the LGC. In addition, the Lender or its assignees may assign or reassign all or any part of this Agreement, including the assignment or reassignment of any partial interest through the use of the Mortgage Loans and may engage certificates evidencing participation interests in financing, repurchase, purchase and sale, salethis Agreement, or making this Agreement part of a pool of obligations without the consent of the LGC, so long as such assignment or reassignment is to (i) a bank, insurance company or similar transactions institution or any other entity approved by the LGC; or (ii) a trustee for the purpose of issuing certificates of participation or other forms of certificates evidencing an undivided interest in the Agreement, provided such certificates are sold only to a bank, insurance company or similar financial institution or other entity approved by the LGC. Notwithstanding the foregoing, no assignment or reassignment of the Lender’s interest in the Mortgaged Property or this Agreement shall be effective unless and until the County shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each assignee. The County covenants and agrees with the Mortgage Loans Lender and otherwise pledge, repledge, transfer, hypothecate or rehypothecate the Mortgage Loans and all rights each subsequent assignee of the Lender to maintain for the full term of this Agreement a written record of each such assignment or reassignment. The County hereby appoints the Lender as its agent for the purpose of maintaining any written record in connection with an assignment under this Section, and the Loan Agreement (and Lender hereby accepts such appointment. The County agrees to execute any document reasonably required by the Lender in connection with any assignment. Notwithstanding any assignment by the Lender of its interest in this Custodial Agreement) , the County shall not be obligated to provide any financial or other information to any assignee designated by of the Lender (each, an "Assignee")except as set forth in Section 7.7. The Borrower hereby irrevocably consents to any such assignment. Upon receipt After the giving of written notice described above to the Custodian of any such assignment in the form attached hereto as Annex 10County, the Custodian County shall xxxx its records to reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee. The Custodian's records shall reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee until such time as the Custodian receives written instructions from the Lender with consent from the Assignee that the Mortgage Loans are no longer pledged or assigned by the Lender to the Assignee, at which time the Custodian shall change its records to reflect the release of the pledge or assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as custodian for, and for the benefit of, the Lender. If the Lender has notified the Custodian in writing of such assignment or pledge by delivery to the Custodian of a written notice in the form of Annex 10 hereto, then, upon delivery of notice in the form of Annex 14 by Assignee to the Custodian of the Lender's default, Assignee may, subject to any limitations in any agreement between Assignee and the Lender, (i) require Custodian to act with respect to the related Mortgage Loans solely in the capacity of custodian for, and bailee of, Assignee, but nevertheless subject to and only thereafter make all payments in accordance with the terms of this Custodial Agreement, (ii) require Custodian to hold such Mortgage Loans for the exclusive use and benefit of Assignee, and (iii) assume the rights of the Lender under this Agreement to furnish instructions to the Custodian as to the disposition of such Mortgage Loans and such rights shall be exercisable solely by Assignee. In addition, within three (3) Business Days of receipt of such notice to the Custodian assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgement shall in no way be deemed to make the form of Annex 14 and receipt assignment effective. The Lender covenants that any disclosure document circulated by it or an assignee in connection with the Custodian sale of the Trust Receipt from the Assignee, the Custodian shall deliver, Lender’s rights in accordance with the written instructions of the Assignee, this Agreement will contain a Trust Receipt issued in the name of the Assignee and statement to the place indicated in any such written direction from effect that the AssigneeCounty has not reviewed and is not responsible for the disclosure document. The Custodian Lender covenants to defend, indemnify and hold harmless the County and its officers, employees and agents against any and all losses, claims, damages or liabilities, joint or several, including fees and expenses incurred in connection therewith, to which the County or its officers, employees and agents may become subject on account of any statement included in a disclosure document, or failure to include a statement in a disclosure document, unless the County shall assume that any assignment from have expressly approved the Lender to Assignee is subject to no limitations that are not expressly set forth in this Custodial Agreement. Until use of such time as the Custodian receives notice in the form of Annex 14 from the Assignee that there exists an event of default with respect to a pledge or assignment of its interest in the Mortgage Loans and Mortgage Files, the Custodian shall take directions solely from Lenderdisclosure document.

Assignment by the Lender. The Lender shall have free may, at any time and unrestricted use of the Mortgage Loans and may engage in financingfrom time to time, repurchaseassign to any bank, purchase and sale, sale, insurance company or similar transactions with the Mortgage Loans and otherwise pledge, repledge, transfer, hypothecate financial institution or rehypothecate the Mortgage Loans and all rights of the Lender under the Loan Agreement (and this Custodial Agreement) to any assignee designated by the Lender (each, an "Assignee"). The Borrower hereby irrevocably consents to other entity all or any such assignment. Upon receipt of written notice to the Custodian of any such assignment in the form attached hereto as Annex 10, the Custodian shall xxxx its records to reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee. The Custodian's records shall reflect the pledge or assignment of the Mortgage Loans by the Lender to the Assignee until such time as the Custodian receives written instructions from the Lender with consent from the Assignee that the Mortgage Loans are no longer pledged or assigned by the Lender to the Assignee, at which time the Custodian shall change its records to reflect the release of the pledge or assignment of the Mortgage Loans, and that the Custodian is holding the Mortgage Loans, as custodian for, and for the benefit of, the Lender. If the Lender has notified the Custodian in writing of such assignment or pledge by delivery to the Custodian of a written notice in the form of Annex 10 hereto, then, upon delivery of notice in the form of Annex 14 by Assignee to the Custodian of the Lender's default, Assignee may, subject to any limitations in any agreement between Assignee and the Lender, (i) require Custodian to act with respect to the related Mortgage Loans solely in the capacity of custodian for, and bailee of, Assignee, but nevertheless subject to and only in accordance with the terms of this Custodial Agreement, (ii) require Custodian to hold such Mortgage Loans for the exclusive use and benefit of Assignee, and (iii) assume the rights of the Lender under this Agreement to furnish instructions to the Custodian as to the disposition of such Mortgage Loans and such rights shall be exercisable solely by Assignee. In addition, within three (3) Business Days of receipt of such notice to the Custodian in the form of Annex 14 and receipt by the Custodian of the Trust Receipt from the Assignee, the Custodian shall deliver, in accordance with the written instructions of the Assignee, a Trust Receipt issued in the name of the Assignee and to the place indicated in any such written direction from the Assignee. The Custodian shall assume that any assignment from the Lender to Assignee is subject to no limitations that are not expressly set forth in this Custodial Agreement. Until such time as the Custodian receives notice in the form of Annex 14 from the Assignee that there exists an event of default with respect to a pledge or assignment part of its interest in the Mortgage Loans and Mortgage FilesMortgaged Property or this Agreement, including, without limitation, the Custodian Lender’s rights to receive the Installment Payments and any additional payments due and to become due hereunder. Reassignment by any assignee may also only be to a bank, insurance company or similar financial institution or to any other entity. The County agrees that this Agreement may become part of a pool of obligations at the Lender’s or its assignee’s option. The Lender or its assignees may assign or reassign either the entire pool or any partial interest herein. Notwithstanding the foregoing, no assignment or reassignment of the Lender’s interest in the Mortgaged Property or this Agreement shall take directions solely from be effective unless and until the County shall receive a duplicate original counterpart of the document by which such assignment or reassignment is made disclosing the name and address of each assignee. The County covenants and agrees with the Lender and each subsequent assignee of the Lender to maintain for the full term of this Agreement a written record of each such assignment or reassignment. The County hereby appoints the Lender as its agent for the purpose of maintaining any written record in connection with an assignment under this Section, and the Lender hereby accepts such appointment. The County agrees to execute any document reasonably required by the Lender in connection with any assignment. Notwithstanding any assignment by the Lender of its interest in this Agreement, the County shall not be obligated to provide any financial or other information to any assignee of the Lender except as set forth in Section 7.7. After the giving of notice described above to the County, the County shall thereafter make all payments in accordance with the notice to the assignee named therein and shall, if so requested, acknowledge such assignment in writing, but such acknowledgement shall in no way be deemed to make the assignment effective. The Lender covenants that any disclosure document circulated by it or an assignee in connection with the sale of the Lender’s rights in this Agreement will contain a statement to the effect that the County has not reviewed and is not responsible for the disclosure document. The Lender covenants to defend, indemnify and hold harmless the County and its officers, employees and agents against any and all losses, claims, damages or liabilities, joint or several, including fees and expenses incurred in connection therewith, to which such Indemnified Party may become subject on account of any statement included in a disclosure document, or failure to include a statement in a disclosure document, unless the County shall have expressly approved the use of such disclosure document.