Common use of Assignment by the Lender Clause in Contracts

Assignment by the Lender. The Lender may, at any time and from time to time, assign to any bank, insurance company or similar financial institution all or any part of its interest in the Mortgaged Property or this Contract, 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. 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 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 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, at any time and from time to time, assign subject to any banklimitations in any agreement between Assignee and the Lender, insurance company (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 similar financial institution all or any part assignment of its interest in the Mortgaged Property or this Contract, including, without limitationMortgage Loans and Mortgage Files, the Custodian shall take directions solely from 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 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 maymay assign to one or more other lenders or other entities all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Principal); provided, however, that: (a) such assignment is in an amount which is at least $5,000,000 or a multiple of $1,000,000 in excess thereof; (b) each such assignment shall be of a constant, and not a varying percentage of all of the assigning Lender's rights and obligations under this Agreement; and (c) the parties to each such assignment shall execute and deliver to the Lender, for its acceptance, an assignment and acceptance agreement. From and after the effective date of such assignment and acceptance agreement (i) the assignee thereafter shall become a "Lender" hereunder and, in addition to the rights and obligations hereunder held by it immediately prior to such effective date, have the rights and obligations hereunder that have been assigned to it and (ii) the assigning Lender thereunder shall to the extent that rights and obligations hereunder have been assigned by it, relinquish its rights and be released from its obligations under this Agreement. Any such assignment shall not adversely affect the Borrower's rights under this Agreement except that the assigning Lender shall not be responsible for the obligations assigned. The Lender shall maintain at its address referred to in Section 23 (Notices) hereof a copy of each assignment and acceptance delivered to and accepted by it. Such copies shall be available for inspection by the Borrower at any reasonable time and from time to time, assign to any bank, insurance company or similar financial institution all or any part time upon reasonable prior notice. Upon its receipt of its interest in the Mortgaged Property or this Contract, including, without limitation, the Lender’s rights to receive the Installment Payments an assignment and any additional payments due and to become due hereunder. Reassignment acceptance notice executed 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 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 an assignee of Lender, the Lender shall give prompt notice thereof to maintain the Borrower. Notwithstanding anything to the contrary contained in this Section 25 (Assignment), the Lender may grant participations, in whole or in part, in its rights and obligations under this Agreement and the Outstanding Balance without notice to the Borrower and without restriction; provided that (i) the Lender's obligations under this Agreement shall remain unchanged, (ii) the Lender shall remain solely responsible to the other parties hereto for the full term performance of this Contract a written record of each such assignment or reassignment. The City hereby appoints obligations and (iii) the Lender as its agent for the purpose of maintaining any written record in connection Borrower shall continue to deal solely and directly 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's rights and obligations under this Agreement, and the Lender of its interest in this Contract, shall retain the City shall not be obligated sole right to provide any financial or other information to any assignee enforce the obligations of the Lender except as set forth in Section 7.7. After the giving of notice described above Borrower relating 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 documentPrincipal.