Common use of Assignment by Participant Clause in Contracts

Assignment by Participant. The Participant may assign, pledge or grant a security interest in any or all of its rights under this Agreement and the Electronic Tracking Agreement to one or more Assignees in connection with the assignment, pledge or grant of a security interest in a Participation Certificate, and/or related Mortgage Notes, Assignments of Mortgages and related Security. In addition to the notice required by Section 3(b), the Participant shall give written notice thereof to the Seller and the Custodian. The failure of the Participant to give such notice shall not affect the validity of any such assignment, pledge or grant of a security interest. If the Participant does, however, fail to give such notice to the Seller and the Custodian, then the Assignee may give such notice to the Seller and the Custodian. Upon receipt of such notice by the Seller and the Custodian, copies of all communications required to be sent hereunder to the Participant shall be sent to both the Participant and each Assignee (at its address set forth in such notice of assignment). Subject to any limitations in any agreement between such Assignee and the Participant, such Assignee may, upon notice as provided in Section 16 hereof, directly enforce and exercise such rights under this Agreement that have been assigned or pledged to it or are the subject of a security interest granted to it and, until otherwise notified by such Assignee, the Participant shall no longer have any of such rights.

Assignment by Participant. The Participant may assign, pledge or grant a security interest in any or all of its rights under this Agreement and the Electronic Tracking Agreement to one or more Assignees in connection with the assignment, pledge or grant of a security interest in a Participation Certificate, and/or related Mortgage Notes, Assignments of Mortgages and related Security. In addition to the notice required by Section 3(b), the Participant shall give written notice thereof to the related Seller and the Custodian. The failure of the Participant to give such notice shall not affect the validity of any such assignment, pledge or grant of a security interest. If the Participant does, however, fail to give such notice to the related Seller and the Custodian, then the Assignee may give such notice to the such Seller and the Custodian. Upon receipt of such notice by the related Seller and the Custodian, copies of all communications required to be sent hereunder to the Participant shall be sent to both the Participant and each Assignee (at its address set forth in such notice of assignment). Subject to any limitations in any agreement between such Assignee and the Participant, such Assignee may, upon notice as provided in Section 16 hereof, directly enforce and exercise such rights under this Agreement that have been assigned or pledged to it or are the subject of a security interest granted to it and, until otherwise notified by such Assignee, the Participant shall no longer have any of such rights.