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 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 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 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 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 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 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 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 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 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 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 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 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 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 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. 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. 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 Xxxxxx 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.

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, 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 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 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 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 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 TrusteeAgreement, 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 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. 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 Walton 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.

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 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. 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 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 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 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 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.