Common use of Assignment of Interest Clause in Contracts

Assignment of Interest. in the Mortgage Loan Purchase Agreement and in the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Assignment of Interest. in a. Without the Mortgage Loan Purchase Agreement and in the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to the Trustee, on behalf prior written approval of the CertificateholdersBeneficiary, which approval the Beneficiary may withhold in its sole and absolute discretion, Trustor shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its right, title and interest in the Mortgage Loan Purchase Agreement Property or the Project (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations excluding tenant leases pursuant to the Servicing Agreements terms of the Loan Agreement), (noting that ii) permit the Seller has retained the right Transfer of greater than 49% of its ownership and/or control, in the event aggregate, taking all transfers into account on a cumulative basis, or (iii) Transfer any of breach its rights or obligations under the Loan Documents. Notwithstanding the foregoing, Beneficiary consents to the events described in the last paragraph of Section 14.0 of the representationsLoan Agreement without Trustor obtaining any further consent of Beneficiary. Trustor hereby agrees that any purported Transfer not approved by the Beneficiary as required herein shall be ipso facto null and void, warranties and covenants, if any, with respect no voluntary or involuntary successor to any interest of Trustor under such a proscribed Transfer shall acquire any rights pursuant to the related Mortgage Loans Loan Agreement or this Deed of Trust. b. At any time Trustor desires to effect a Transfer hereunder, Trustor shall notify the related Servicer under Beneficiary in writing (the related Servicing Agreement "Transfer Notice") and shall submit to enforce the provisions thereof Beneficiary for its prior written approval (i) all proposed agreements and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trusteedocuments (collectively, the Depositor shall take "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such actions as may be necessary to enforce the above rightproposed Transfer, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (bii) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the certificate setting forth representations and warranties by Trustor and the proposed transferee to the Beneficiary sufficient to establish and ensure that all requirements of this Section 33 have been and will be met. No Transfer Documents shall be approved by the Beneficiary unless they expressly provide for the assumption by the proposed transferee of all of Trustor's obligations under the Loan Documents. The Transfer Notice shall include a request that the Beneficiary consent to the proposed Transfer and shall also include a request that Trustor be released from further obligations under the Loan Documents. The Beneficiary agrees to make its decision on Trustor's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after the Beneficiary receives the last of the items required by this Section 33. In the event the Beneficiary consents to a proposed Transfer, then such Transfer shall not be effective unless and until the Beneficiary receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Trustor to the Beneficiary. From and after the effective date of any such Transfer, Trustor shall be released from its obligations under this Deed of Trust and the other Loan Documents accruing subsequent to such effective date. c. Notwithstanding anything in this Deed of Trust to the contrary, Trustor agrees that it shall not be permitted to make any Transfer, whether or not the Beneficiary consent is required therefor and even if the Beneficiary has consented thereto, if there exists an Event of Default under this Deed of Trust at the time the Transfer Notice is tendered to the Beneficiary or at any time thereafter until such Transfer is to be effective. d. The provisions of this Section 33 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Trustor under the terms set forth in herein. ADDITIONAL PROVISIONS RELATED TO HUD FINANCING OF THE PROJECT In accordance with the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreementdated , with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan20 , the party discovering the breach shall give prompt written notice of the breach Project is expected to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto receive funding from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release HUD in the form of Exhibit D attached heretoHUD 202 or HUD 811 funds. If, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Selleronly if, the related Mortgage File and Project does receive HUD funding, the Trustee following provisions shall execute and deliver all instruments apply for the term of transfer or assignment furnished to it by the Seller, without recourseHUD Capital Advance Documents, as are necessary to vest defined in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfAgreement.

Assignment of Interest. Simultaneous with the execution of this Agreement and other executions or actions expressly required to be performed simultaneous with such execution, GSEI, and TSEI, if applicable, shall execute and deliver to Delek a Record Title Assignment, of an undivided seventy-five percent (75%) of 8/8ths record title interest in and to the Mortgage Loan Purchase applicable Leases covering the Phase I Prospects. The Record Title Assignment shall be made (i) without warranty of title, either express or implied, except as to any claims arising by, through or under GSEI, and/or TSEI, but not otherwise, (ii) free and clear of burdens or encumbrances other than the Lessor’s royalty interest, (iii) on the forms attached hereto as Exhibit “B”, (iv) subject to the terms and conditions of this Agreement and the applicable prospect Joint Operating Agreement, and (v) effective as the Effective Date. Delek shall be responsible for recording, filing and obtaining all consents and approvals of governmental entities customarily obtained subsequent to transfer of title and all costs and fees associated therewith. Within fifteen (15) days from receipt of Delek’s approval of the assignment by BOEM, Delek shall furnish all remaining Parties to the Joint Operating Agreement evidence of all required filings, as well as copies of all consents and approvals. All fees, costs and expenses incurred by the Parties in negotiating this Agreement and in consummating the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns transactions contemplated by this Agreement shall be borne and paid solely by the Party incurring the same. Notwithstanding anything to the Trusteecontrary set forth in this Agreement or in a JOA, on behalf to the extent any bonding or other financial assurance is required by BOEM in order to approve any transfers made by one or more of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, Companies to Delek with respect to the Subsequent Mortgage Loans)Leases, including but not limited such bonding or financial assurance obligation shall be borne by the Parties in proportion to their ownership interest in the affected Leases. Subject to the Depositor's rights restrictions on assignment contained herein, the terms and obligations conditions of this Agreement shall inure to the benefit of and will be binding upon the Parties, and their respective successors and assigns. At such time as Delek has earned an interest in a Prospect pursuant to Section 2 of this Agreement, then as between the Servicing Agreements (noting that the Seller has retained Parties, each Party shall have the right to assign, pledge, encumber or in any manner transfer or convey all or a portion of its interest in the event of breach Leases comprising such Prospect, without the requirement for prior consent of the representationsother Parties, warranties and covenantsexcept to the extent, if any, with respect to provided for in the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof applicable JOA, and to seek all or provided that any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan such assignment shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, expressly subject to the Mortgage Loan Purchase terms and provisions of this Agreement (or and the related Subsequent Mortgage Loan Purchase Joint Operating Agreement, with respect as amended or revised from time to time by the Subsequent Mortgage LoansParties. Notwithstanding the assignment to Delek of an undivided seventy-five percent (75%) of 8/8ths record title interest in the Leases comprising the Phase I Prospects, in the event Delek does not thereafter earn such interest in one or more of the Leases comprising a Phase I Prospect as provided for in Section 2.04 of this Agreement2 above, Delek upon request from GSEI and/or TSEI, as applicable, shall purchase reassign such unearned interest in such Lease(s) to GSEI and/or TSEI, as applicable, free and clear of any liens or encumbrances placed thereon by Delek. In connection with any such reassignment, to the Mortgage Loan extent Delek has posted a bond or other financial assurance with BOEM in connection with its unearned interest in such Lease(s), TSEI and/or Texas South, as applicable, shall post with BOEM such bonding or financial assurance as is necessary in order that Delek’s bond or other financial assurance can be promptly released and/or cancelled. In like fashion, upon the designation by the Parties of the Lease(s) comprising each of the Phase II Prospects, Phase III Prospects and any property acquired Subsequent Phase Prospect, and Delek’s election to participate in each such identified Prospects and the Exploratory Xxxxx to be drilled thereon, GSEI and/or TSEI, as applicable, shall execute and deliver to Delek in advance of commencement of operations and after appropriate payments by Delek as provided herein or as agreed to in writing by the Parties with respect thereto from to each such Prospect a Record Title Assignment of an undivided seventy-five percent (75%) of 8/8ths record title interest in and to the Trustee; providedapplicable Lease(s) with respect to each such Phase II Prospect, howeverPhase III Prospect, that if there is a breach of any representation and Subsequent Phase Prospect. Each such assignment shall be subject to the same terms and provisions set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, above with respect to the Subsequent Mortgage Loans) or Section 2.04 assignment of this Agreement, as applicable, an interest in the Phase I Prospects and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid subject to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by same provisions set forth above providing an amount equal to the Repurchase Price to the Paying Agent for deposit a reassignment of interest in the Distribution Account and written notification detailing the components event Delek does not earn its undivided seventy-five percent (75%) of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release 8/8ths interest in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfpreviously assigned Lease(s).

Assignment of Interest. in If a Covered Stockholder and/or CDPQ, as the Mortgage Loan Purchase Agreement and in case may be, exercises its respective Right of Co-Sale, then the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns Genstar Parties shall assign to such Covered Stockholder and/or CDPQ, as the Trusteecase may be, on behalf of the Certificateholders, all as much of its right, title and interest in the Mortgage Loan Purchase Agreement (agreement of sale with the Transferee as such Covered Stockholder and/or CDPQ, as the case may be, shall be entitled to so assign and in shall accept, and such Covered Stockholder and/or CDPQ, as the related Subsequent Mortgage Loan Purchase Agreementcase may be, with respect shall be obligated to provide, the same representations, warranties, indemnification and covenants to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents Transferee as the Trustee may reasonably require in order to enable the Trustee to carry out Genstar Parties under such enforcement. (b) If the Depositor, the Securities Administrator or the Trustee discovers a breach agreement of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trusteesale; provided, however, that if there is CDPQ's indemnification obligations under such agreement of sale shall (i) be on a breach several (and not joint and several) basis (based on CDPQ's share of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, aggregate proceeds paid with respect to its shares) and (ii) not exceed the Subsequent Mortgage Loans) net proceeds received by CDPQ in such sale. To the extent that any Transferee prohibits such assignment or Section 2.04 of this Agreementotherwise refuses to purchase Securities from a Covered Stockholder and/or CDPQ, as applicablethe case may be, and the Mortgage Loan or the related property acquired with respect thereto has been soldexercising its Right of Co-Sale hereunder, then the Seller Genstar Parties shall paynot sell to such Transferee any Transferor Securities unless and until, simultaneously with such sale, the Genstar Parties shall purchase such Securities from such Covered Stockholder and/or CDPQ, as the case may be, for the same consideration per share and on the same (or no less favorable) terms and subject to the same (or no less favorable) conditions as the proposed Transfer by the Genstar Parties. Each accepting Covered Stockholder and/or CDPQ, as the case may be, shall deliver to the Genstar Parties the certificate or certificates representing the Securities to be Transferred pursuant to the Right of Co-Sale, duly endorsed for Transfer with signatures guaranteed, together, in lieu the case of a Covered Stockholder, with a limited power of attorney authorizing the Repurchase PriceGenstar Parties to Transfer such Securities pursuant to the terms of such Transfer and to execute on behalf of such Covered Stockholder, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon purchase agreement or other documentation required to consummate such saleTransfer. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid CDPQ agrees to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it a purchase agreement and other documentation reasonably requested by the Seller, without recourse, as are necessary Genstar Parties to vest consummate the Transfer in the Seller title to and rights under the Mortgage Loan or any property acquired compliance with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfthis Section 4(c)(ii).

Assignment of Interest. 19.1 Except as provided in Section 19.2, the Mortgage Loan Purchase rights under this Agreement shall not be assignable or transferable nor the duties delegable by either Party without the prior written consent of the other; and nothing contained in this Agreement, express or implied, is intended to confer upon any person or entity, other than the Subsequent Mortgage Loan Purchase Agreement(sParties hereto and their permitted successors-in-interest and permitted assignees, any rights or remedies under or by reason of this Agreement unless so stated to the contrary. Notwithstanding the foregoing: 19.1.1 Plant Owner may grant to its lenders a security interest in its rights under this Agreement; provided that neither the grant of any such interest, nor the foreclosure of any such interest, shall in any way release, reduce or diminish the obligations of Plant Owner to Edison hereunder. In the event of such security assignment, Edison will execute for the benefit of such lenders a consent and agreement in substantially the form of Exhibit B hereto. 19.1.2 Subject to Section 19.2, Plant Owner may assign its rights under this Agreement to any Plant Owner Subsidiary or any purchaser of the Facility. 19.1.3 Edison may assign this Agreement to any direct or indirect wholly-owned subsidiary of Edison International. Edison may also assign all or a portion of its rights hereunder to any purchaser or successor-in-interest to Edison’s business in respect of electrical transmission and distribution. 19.2 In the event of an assignment of Plant Owner’s rights hereunder as provided in Section 19.1.2: 19.2.1 Plant Owner shall remain jointly and severally liable to Edison with respect to any covenant, obligation or liability to Edison hereunder that is transferred to, or undertaken by, a Plant Owner Subsidiary or purchaser of the Facility, including the payment of all sums due to Edison hereunder, it being understood that all such covenants, obligations and liabilities shall constitute the direct and primary obligation of Plant Owner to Edison. 19.2.2 Without limiting the generality of the foregoing, if and to the extent that the application of any principle of law would construe the retention by Plant Owner of the direct and primary obligation to perform any and all obligations, liabilities or covenants assigned to or assumed or undertaken by a Plant Owner Subsidiary or Facility purchaser to be a guaranty by Plant Owner of the Plant Owner Subsidiary’s or purchaser’s performance, then Plant Owner hereby irrevocably, absolutely and unconditionally guarantees to Edison the full, prompt and faithful performance by such Plant Owner Subsidiary or purchaser of all covenants and obligations to be performed by such Plant Owner Subsidiary or purchaser under this Agreement. 19.2.3 Plant Owner further hereby agrees that a separate action or actions may be brought and prosecuted against Plant Owner for any such covenant, obligation or liability assigned to a Plant Owner Subsidiary or Facility purchaser, whether action is brought against the pertinent Plant Owner Subsidiary or purchaser or whether such Plant Owner Subsidiary or purchaser is joined in any such action or actions (Plant Owner hereby waiving any right to require Edison to proceed against a Plant Owner Subsidiary or purchaser). 19.2.4 Plant Owner hereby authorizes Edison, without notice and without affecting Plant Owner’s liability hereunder, from time to time to (i) renew, compromise, extend, accelerate, or otherwise change the terms of any obligation of a Plant Owner Subsidiary or Facility purchaser hereunder with the agreement of such Plant Owner Subsidiary or purchaser, (ii) take and hold security for the obligations of any such Plant Owner Subsidiary or purchaser and exchange, enforce, waive and release any such security, and (iii) apply such security and direct the order or manner of sale thereof as Edison in its discretion may determine. 19.2.5 Plant Owner hereby further waives: (a) The Depositor hereby assigns to the Trustee, on behalf Any defense that may arise by reason of the Certificateholders, all incapacity or lack of its right, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event authority of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all any Plant Owner Subsidiary or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement.Facility purchaser; (b) If Any defense based upon a statute or rule of law which provides that the Depositorobligations of a surety must be neither larger in amount nor in other respects more burdensome than those of the principal; (c) Any duty on the part of Edison to disclose to Plant Owner any facts that Edison may now or hereafter know about a Plant Owner Subsidiary or Facility purchaser, or any facts relating to the Securities Administrator Facility; (d) Any right to subrogation, reimbursement, exoneration or contribution or any other rights that would result in Plant Owner being deemed a creditor of a Plant Owner Subsidiary or Facility purchaser under the Trustee discovers federal Bankruptcy Code or any other law, in each case arising from the existence or performance of obligations of a breach Plant Owner Subsidiary or Facility purchaser hereunder; and (e) Any and all other rights and defenses available to Plant Owner by reason of Sections 2787 to 2855, inclusive, of the California Civil Code, including (A) any and all defenses Plant Owner may have by reason of any election of remedies by Edison and (B) any and all rights, defenses and other benefits under judicial decisions applying such statutes. 19.3 In the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value event of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days an assignment by Edison of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier)rights hereunder as provided in Section 19.1.3, Edison shall cure the breach remain obligated hereunder upon terms similar to those contained in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower19.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Assignment of Interest. Simultaneous with the execution of this Agreement and other executions or actions expressly required to be performed simultaneous with such execution, GSEI, and TSEI, if applicable, shall execute and deliver to Delek a Record Title Assignment, of an undivided seventy-five percent (75%) of 8/8ths record title interest in and to the Mortgage Loan Purchase applicable Leases covering the Phase I Prospects. The Record Title Assignment shall be made (i) without warranty of title, either express or implied, except as to any claims arising by, through or under GSEI, and/or TSEI, but not otherwise, (ii) free and clear of burdens or encumbrances other than the Lessor’s royalty interest, (iii) on the forms attached hereto as Exhibit “B”, (iv) subject to the terms and conditions of this Agreement and the applicable prospect Joint Operating Agreement, and (v) effective as the Effective Date. Delek shall be responsible for recording, filing and obtaining all consents and approvals of governmental entities customarily obtained subsequent to transfer of title and all costs and fees associated therewith. Within fifteen (15) days from receipt of Delek’s approval of the assignment by BOEM, Delek shall furnish all remaining Parties to the Joint Operating Agreement evidence of all required filings, as well as copies of all consents and approvals. All fees, costs and expenses incurred by the Parties in negotiating this Agreement and in consummating the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns transactions contemplated by this Agreement shall be borne and paid solely by the Party incurring the same. Notwithstanding anything to the Trusteecontrary set forth in this Agreement or in a JOA, on behalf to the extent any bonding or other financial assurance is required by BOEM in order to approve any transfers made by one or more of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, Companies to Delek with respect to the Subsequent Mortgage Loans)Leases, including but not limited such bonding or financial assurance obligation shall be borne by the Parties in proportion to their ownership interest in the affected Leases. Subject to the Depositor's rights restrictions on assignment contained herein, the terms and obligations conditions of this Agreement shall inure to the benefit of and will be binding upon the Parties, and their respective successors and assigns. At such time as Delek has earned an interest in a Prospect pursuant to Section 2 of this Agreement, then as between the Servicing Agreements (noting that the Seller has retained Parties, each Party shall have the right to assign, pledge, encumber or in any manner transfer or convey all or a portion of its interest in the event of breach Leases comprising such Prospect, without the requirement for prior consent of the representationsother Parties, warranties and covenantsexcept to the extent, if any, with respect to provided for in the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof applicable JOA, and to seek all or provided that any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan such assignment shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, expressly subject to the Mortgage Loan Purchase terms and provisions of this Agreement (or and the related Subsequent Mortgage Loan Purchase Joint Operating Agreement, with respect as amended or revised from time to time by the Subsequent Mortgage LoansParties. Notwithstanding the assignment to Delek of an undivided seventy-five percent (75%) of 8/8ths record title interest in the Leases comprising the Phase I Prospects, in the event Delek does not thereafter earn such interest in one or more of the Leases comprising a Phase I Prospect as provided for in Section 2.04 of this Agreement2 above, Delek upon request from GSEI and/or TSEI, as applicable, shall purchase reassign such unearned interest in such Lease(s) to GSEI and/or TSEI, as applicable, free and clear of any liens or encumbrances placed thereon by Delek. In connection with any such reassignment, to the Mortgage Loan extent Delek has posted a bond or other financial assurance with BOEM in connection with its unearned interest in such Lease(s), TSEI and/or Texas South, as applicable, shall post with BOEM such bonding or financial assurance as is necessary in order that Delek’s bond or other financial assurance can be promptly released and/or cancelled. In like fashion, upon the designation by the Parties of the Lease(s) comprising each of the Phase II Prospects, Phase III Prospects and any property acquired Subsequent Phase Prospect, and Delek’s election to participate in each such identified Prospects and the Exploratory Wxxxx to be drilled thereon, GSEI and/or TSEI, as applicable, shall execute and deliver to Delek in advance of commencement of operations and after appropriate payments by Delek as provided herein or as agreed to in writing by the Parties with respect thereto from to each such Prospect a Record Title Assignment of an undivided seventy-five percent (75%) of 8/8ths record title interest in and to the Trustee; providedapplicable Lease(s) with respect to each such Phase II Prospect, howeverPhase III Prospect, that if there is a breach of any representation and Subsequent Phase Prospect. Each such assignment shall be subject to the same terms and provisions set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, above with respect to the Subsequent Mortgage Loans) or Section 2.04 assignment of this Agreement, as applicable, an interest in the Phase I Prospects and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid subject to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by same provisions set forth above providing an amount equal to the Repurchase Price to the Paying Agent for deposit a reassignment of interest in the Distribution Account and written notification detailing the components event Delek does not earn its undivided seventy-five percent (75%) of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release 8/8ths interest in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfpreviously assigned Lease(s).

Assignment of Interest. in Neither this Agreement, nor any interest herein, may ---------------------- be assigned, pledged or encumbered by Lessee or by operation of law without the Mortgage Loan Purchase prior written consent of PRIMMS, and no Leased Vehicle may be assigned, pledged, sublet or encumbered nor possession or use thereof given to any other person or entity, without PRIMMS' prior written consent, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, Lessee may assign this Agreement and in (including by operation of law) to any entity controlled by or under common control with Lessee, without the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to the Trusteeconsent of PRIMMS, on behalf provided that PRIMMS is given prior written notice of the Certificateholders, any such assignment. Lessee shall remain liable for all of its rightobligations hereunder, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreementnotwithstanding any such assignment, with respect pledge, encumbrance, subletting or change of possession. Subject to the Subsequent Mortgage Loans)foregoing, including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing this Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be binding upon the Trustee's parties hereto and the Certificateholders' sole remedy for any breach thereoftheir respective heirs, executives, administrators, successors and permitted assigns. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase Nothing herein shall be deemed to prohibit PRIMMS from assigning all or any part of its interest in this Agreement to any affiliated entity, to any third party which succeeds to its business, or to any lender for security purposes, in each case without the written consent of Lessee. It is hereby agreed that the rights of the Lessee are subject and subordinate to any lien given by PRIMMS to secure the purchase price of the Leased Vehicles and to the rights of any equipment lessor who may be leasing the Leased Vehicles to PRIMMS. PRIMMS shall have occurred on the date on which right to assign to an affiliate without Lessee's consent, but such assignment shall not release PRIMMS from any of PRIMMS's obligations under this Agreement. Similarly, assignment of PRIMMS' interest in this Agreement shall not release Lessee from any of the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer Lessee's obligations under this Agreement, and the Rating Agencies assignee shall be entitled to all rights of such amendment. Enforcement of the obligation of the Seller to purchase (PRIMMS hereunder, free from any defense, offset or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfcounterclaim by Lessee.

Assignment of Interest. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (print or typewrite name of transferee), (insert Social Security or other taxpayer identification number of transferee), the following Membership Interests in the Mortgage Loan Purchase Agreement and Company: (identify the percentage interest being transferred) effective as of the date specified in the Subsequent Mortgage Loan Purchase Agreement(s). Application for Transfer of Interests below, and irrevocably constitutes and appoints and its authorized Officers, as attorney-in-fact, to transfer the same on the books and records of the Company, with full power of substitution in the premises. Dated: [ ], 20 By: Name: Title: The undersigned applicant (the “Applicant”) hereby (a) The Depositor hereby assigns applies for a transfer of Membership Interests in the Company described above (the “Transfer”) and applies to be admitted to the Trustee, on behalf Company as a substitute member of the CertificateholdersCompany, (b) agrees to comply with and be bound by all of its right, title the terms and interest in provisions of the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Limited Liability Company Agreement, (c) represents that the Transfer complies with the terms and conditions of the Limited Liability Company Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of the Limited Liability Company Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant’s admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the Limited Liability Company Agreement with respect to the Subsequent Mortgage Loans), including but limited liability company interests in the Company described above. Initially capitalized terms used herein and not limited otherwise defined herein are used as defined in the Limited Liability Company Agreement. The Applicant directs that the foregoing Transfer and the Applicant’s admission to the Depositor's rights and obligations pursuant to the Servicing Agreements Company as a Substitute Member shall be effective as of , 20 . Name of Transferee (noting Print) Dated: Signature: Address: The Company (a) has determined that the Seller has retained Transfer described above is permitted by the right Limited Liability Company Agreement, (b) hereby agrees to effect such Transfer and the admission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the event of breach books and records of the representations, warranties and covenants, if any, with respect to Company the related Mortgage Loans admission of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies)Applicant as a substitute member. CHRYSLER GROUP LLC, a Delaware limited liability company By: Name: Title: Chief Executive Officer. The obligations Chief Executive Officer of the Seller to substitute or repurchase, as applicable, a Mortgage Loan Company (the “Chief Executive Officer”) shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take perform such actions duties as may be necessary assigned to enforce him or her from time to time by the above right, title and interest on behalf Board of Directors. Subject to the direction of the Trustee Board of Directors, he or she shall have, and exercise, direct charge of, and general supervision over, the business and affairs of the Company. He or she shall from time to time report to the Board of Directors all matters within his or her knowledge that the interest of the Company may require to be brought to its notice, and shall also have such other powers and perform such other duties as may be specifically assigned to him or her from time to time by the Board of Directors. The Chief Executive Officer shall see that all resolutions and orders of the Board of Directors are carried into effect, and in connection with the foregoing, shall be authorized to delegate to any President and the Certificateholders other Officers such of his or shall execute her powers and such further documents of his or her duties as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If the Depositor, the Securities Administrator he or she or the Trustee discovers a breach Board of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law Directors may deem to be paid to the related borroweradvisable.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Assignment of Interest. in a. Without the Mortgage Loan Purchase Agreement and in the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to the Trustee, on behalf prior written approval of the CertificateholdersBeneficiary, which approval the Beneficiary may withhold in its sole and absolute discretion, Trustor shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its right, title and interest in the Mortgage Loan Purchase Agreement Property or the Project (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations excluding tenant leases pursuant to the Servicing Agreements terms of the Loan Agreement), (noting that ii) permit the Seller has retained the right Transfer of greater than forty-nine percent (49%) of its ownership and/or control, in the event aggregate, taking all transfers into account on a cumulative basis, or (iii) Transfer any of breach its rights or obligations under the Loan Documents. Notwithstanding the foregoing, Beneficiary consents to the events described in the last paragraph of Section 14.0 of the representationsLoan Agreement without Trustor obtaining any further consent of Beneficiary. Trustor hereby agrees that any purported Transfer not approved by the Beneficiary as required herein shall be ipso facto null and void, warranties and covenants, if any, with respect no voluntary or involuntary successor to any interest of Trustor under such a proscribed Transfer shall acquire any rights pursuant to the related Mortgage Loans Loan Agreement or this Deed of Trust. b. At any time Trustor desires to effect a Transfer hereunder, Trustor shall notify the related Servicer under Beneficiary in writing (the related Servicing Agreement "Transfer Notice") and shall submit to enforce the provisions thereof Beneficiary for its prior written approval (i) all proposed agreements and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trusteedocuments (collectively, the Depositor shall take "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such actions as may be necessary to enforce the above rightproposed Transfer, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (bii) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the certificate setting forth representations and warranties by Trustor and the proposed transferee to the Beneficiary sufficient to establish and ensure that all requirements of this Section 33 have been and will be met. No Transfer Documents shall be approved by the Beneficiary unless they expressly provide for the assumption by the proposed transferee of all of Trustor's obligations under the Loan Documents. The Transfer Notice shall include a request that the Beneficiary consent to the proposed Transfer and shall also include a request that Trustor be released from further obligations under the Loan Documents. The Beneficiary agrees to make its decision on Trustor's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after the Beneficiary receives the last of the items required by this Section 33. In the event the Beneficiary consents to a proposed Transfer, then such Transfer shall not be effective unless and until the Beneficiary receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Trustor to the Beneficiary. From and after the effective date of any such Transfer, Trustor shall be released from its obligations under this Deed of Trust and the other Loan Documents accruing subsequent to such effective date. c. Notwithstanding anything in this Deed of Trust to the contrary, Trustor agrees that it shall not be permitted to make any Transfer, whether or not the Beneficiary consent is required therefor and even if the Beneficiary has consented thereto, if there exists an Event of Default under this Deed of Trust at the time the Transfer Notice is tendered to the Beneficiary or at any time thereafter until such Transfer is to be effective. d. The provisions of this Section 33 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Trustor under the terms set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrowerherein.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Assignment of Interest. A Participant may not withdraw or sell, assign, transfer, mortgage, encumber, charge or otherwise dispose of his interest in the Mortgage Loan Purchase Agreement Partnership or assign his right to receive distributions hereunder unless the assignment is by a written instrument in form satisfactory to the Managing General Partner evidencing the Assignor's and in Assignee's consent to the Subsequent Mortgage Loan Purchase Agreement(s).assignment and provided further that; (a) The Depositor hereby assigns Managing General Partner consents in writing to the Trusteeassignment, on behalf of the Certificateholders, all of its right, title and interest which consent may be given or withheld in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the DepositorManaging General Partner's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right sole discretion in the event of breach a proposed substitution of a Participant, except that the Managing General Partner shall not consent to an assignment which, in the opinion of the representationsManaging General Partner, warranties and covenants, if any, with respect to would jeopardize the related Mortgage Loans status of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations Partnership as a partnership for federal income tax purposes, would cause a termination of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be Partnership within the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request meaning of Section 708(h) of the TrusteeCode would violate, or cause the Depositor shall take such actions as may be necessary Partnership to enforce the above rightviolate, title and interest on behalf of the Trustee and the Certificateholders any applicable law or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcementgovernment rule or regulation. (b) If In the Depositorcase of the proposed substituted Participant, the Securities Administrator or proposed substituted Participant consents in writing in form and substance satisfactory to the Trustee discovers Managing General partner to become a breach of any substitute Participant and to be bound by the terms of the representations and warranties set forth Partnership Agreement in the Mortgage Loan Purchase place and stead of the assigning Participant. No substitution of a Participant which has been consented to by the Managing General Partner shall be effective until the assignor, assignee, and the Managing General Partner execute all certificates and other documents deemed necessary or appropriate by the Managing General Partner to constitute such Assignee a Participant and to preserve the status of the Partnership as a limited partnership after the completion of such substitution. (c) No transfer, sale or any exchange by a Partner shall be approved if the same shall require registration under the Securities Act of 1933 or pursuant to any federal or state statute, and any such attempt to transfer, sale or issuance shall be voided. (d) If, during the term of the Partnership, a Participant dies or is adjudicated insane or incompetent, his legal representative shall have the rights of an assignee of a partnership interest, but not the rights of a substituted partner unless such legal representative is admitted as such pursuant to (a) above. The legal representative may dispose of the interest of the Participant only in accordance with the terms of this Partnership Agreement (or as amended from time to time. When the related Subsequent Mortgage Loan Purchase Agreementsubstitution of a Participant becomes effective, but not before, the assigning Participant shall be relieved of all of his obligations hereunder to the extent permitted by law with respect to his assigned interest. By executing the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Subscription Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase each Participant shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received consented to any substitution consented to by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfManaging General Partner.

Assignment of Interest. in During the Mortgage Loan Purchase Agreement Option Period and in prior to the Subsequent Mortgage Loan Purchase Agreement(s).formation of the Joint Venture, if the Optionee: (a) The Depositor hereby assigns receives a bona fide offer from a third party (the “Proposed Purchaser”) dealing at arm's length with the Optionee to the Trustee, on behalf of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek purchase all or any available remedies). The obligations part all of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and Optionee’s interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement.this Agreement; or (b) If the Depositorintends to sell all or any part of its interest in this Agreement other than to an Affiliate, the Securities Administrator Optionee shall first offer (the “Offer”) such interest in writing to the Optionor upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Trustee discovers a breach Optionee, as the case may be. The Offer shall specify the price and terms and conditions of any such sale, the name of the representations and warranties set forth Proposed Purchaser (which term shall, in the Mortgage Loan Purchase Agreement case of an intended offer by the Optionee, mean the person or persons to whom the Optionee intends to offer its interest) and, if the offer received by the Optionee from the Proposed Purchaser provides for any consideration payable to the Optionee otherwise than in cash, the Offer shall include the Optionee's good faith estimate of the cash equivalent of the non-cash consideration. If within a period of 60 days of the receipt of the Offer, the Optionor notifies the Optionee in writing that it will accept the same, the Optionee shall be bound to sell such interest to the Optionor (or the related Subsequent Mortgage Loan Purchase Agreement, subject as hereinafter provided with respect to price) on the Subsequent Mortgage Loans), which breach materially terms and adversely affects the value conditions of the interests Offer. If the Offer so accepted by the Optionor contains the Optionee's good faith estimate of Certificateholders or the Trustee in cash equivalent consideration as aforesaid, and if the related Mortgage LoanOptionor disagrees with the Optionee's best estimate, the party discovering Optionor shall so notify the breach Optionee at the time of acceptance and the Optionor shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If the Optionor so notifies the Optionee, the acceptance by the Optionor shall give prompt written notice be effective and binding upon the Optionee and the Optionor and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration under the laws of the breach to jurisdiction in which the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), Property is located and shall cure be payable by the breach in all material respects orOptionor, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreementprepayment as hereinafter provided, with respect within 60 days following its determination by arbitration. The Optionor shall in such case pay to the Subsequent Mortgage Loans) or Section 2.04 Optionee, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Optionee being sold, the total purchase price which it specified in its notice to the Optionee and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration. If the Optionor fails to notify the Optionee before the expiration of the time limited therefor that it will purchase the interest offered, the Optionee may sell and transfer such interest at the price and on the terms and conditions specified in the Offer for a period of 60 days, provided that the terms of this paragraph shall again apply to such interest if the sale is not completed within the said 60 days. Any sale hereunder shall be conditional upon the Proposed Purchaser delivering a written undertaking to the Optionor, in form and content satisfactory to its counsel, to be bound by the terms and conditions of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Assignment of Interest. in the Mortgage Loan Purchase Agreement and in the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to Within 10 Business Days after the Trusteedetermination of Participant’s Participation Interest in the Participation Xxxxx under Section 2.1(d) of this Agreement, on behalf Participant shall receive (and APC and Participant shall thereafter execute, acknowledge, deliver between them, and record) an assignment of Participant’s Participation Interest in the Acquired Assets (excluding the Designated Acreage) associated with each Participation Well, effective as of the CertificateholdersEffective Date (as to each Participation Well, all an “Assignment”). Any Assignment made by APC to Participant under this Section 2.2(a) shall be without warranty of its righttitle except by, title through and interest under APC, shall be subject to Permitted Encumbrances, and shall be in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase form of Exhibit C of this Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If Within 10 Business Days after the Depositor, the Securities Administrator or the Trustee discovers a breach determination of any of the representations and warranties set forth Participant’ Participation Interest in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage LoansParticipation Xxxxx under Section 2.1(d) or Section 2.04 of this Agreement, as applicableParticipant’s managing general partner, Adwar Drilling Partners, LLC, a Nevada limited liability company (“Adwar LLC)”, shall purchase receive (and APC, Participant and Adwar LLC shall thereafter execute, acknowledge, deliver between them, and record) an assignment of the Mortgage Loan or any property acquired with respect thereto from Leasehold Interest in and to each Participation Well, effective as of the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement Effective Date (or the related Subsequent Mortgage Loan Purchase Agreement, with respect as to the Subsequent Mortgage LoansLeasehold Interest associated with each Participation Well, the “Leasehold Assignment”). Any Leasehold Assignment made by APC to Adwar LLC under this Section 2.2(c) or Section 2.04 shall be without warranty of this Agreementtitle except by, as applicablethrough and under APC, shall be subject to Permitted Encumbrances, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, of this Agreement. (c) Any and all revenue actually received by APC on account of Participant’s Participation Interest in the Trustee shall release, or the Trustee shall cause the Custodian to release, Participation Xxxxx prior to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments Assignment of transfer or assignment furnished such Participation Interest pursuant to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase Section 2.2(a) of this Agreement shall be deemed held in trust by APC for the benefit of Participant. Within 10 Business Days after the Assignment of the Participation Interest, APC shall provide to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect Participant an accounting of all such repurchase revenues and shall promptly notify the Master Servicer and the Rating Agencies of transfer such amendment. Enforcement of the obligation of the Seller monies to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as Participant by wire transfer to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available an account to the Certificateholders or the Trustee on their behalfbe designated by Participant.

Assignment of Interest. Except as set forth below, no Party shall assign, pledge or otherwise encumber, for security or otherwise, any portion of its interest in this Agreement or the Mortgage Loan Purchase Agreement Veridian Project without prior notice to and in the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to the Trustee, on behalf written approval of the Certificateholders, all of other Party. Each Party may assign its right, title and interest in this agreement to an entity in which it maintains a 100% controlling ownership interest or, for purposes of the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase AgreementAvalon transaction only, with respect if such assignment is made for admitting an investor, bank or other lender to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations an eligible mortgagor pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach Act 346 of the representationsPublic Acts of 1966, warranties and covenants, if any, with respect to the related Mortgage Loans as amended (“Eligible Mortgagor”) without prior written approval of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the TrusteeParty; provided, however, that any entity receiving such an assignment may not re- convey its interest to another entity without the prior written authority of the other Party whose approval shall not be unreasonably withheld. The Parties agree that no prior written permission is required if there such assignment is for any interest in an Eligible Mortgagor, as defined above, that is subject to the review and approval by the Michigan State Housing Development Authority. As a breach condition of any representation set forth in assignment, an approved assignee shall agree to be bound by the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 terms and conditions of this Agreement, as applicable, . Avalon (or an affiliated entity) may grant mortgages and other security interests in the Avalon Site (and the Mortgage Loan or improvements thereon) to any funding source providing funding for the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu development and/or operation of the Repurchase PriceAvalon Site, any excess without the need to obtain the consent of the Repurchase Price over other Parties to this Agreement. Similarly, notwithstanding the Net Liquidation Proceeds received upon such saleforegoing, Thrive may grant mortgages and other security interests in the Thrive Sites (and the improvements thereon) to any funding source providing funding for the development, construction and/or operation of the Thrive Sites, without the need to obtain the consent of the other Parties to this Agreement. (If Neither party may encumber the Net Liquidation Proceeds exceed sites of the Repurchase Priceother party but may seek the written approval from the other party for any license, any excess shall be paid easement or similar agreement deemed appropriate and necessary to the Sellerdevelopment of the Project, to the extent not required by law to be paid to Avalon Site and/or the related borrower.) Any such purchase Thrive Site. The requesting party must provide adequate assurances that any license, easement or similar agreement authorized by the Seller shall be made by providing an amount equal Parties pursuant to this section will not terminate upon foreclosure and will continue to benefit the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the TrusteeProperty, the Paying Agent and Avalon Site and/or the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, Thrive Site as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it contemplated by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfParties.

Assignment of Interest. in a. Without the Mortgage Loan Purchase Agreement and in the Subsequent Mortgage Loan Purchase Agreement(s). (a) The Depositor hereby assigns to the Trustee, on behalf prior written approval of the CertificateholdersBeneficiary, which approval the Beneficiary may withhold in its sole and absolute discretion, Trustor shall not (i) sell, encumber, assign or otherwise transfer (collectively, "Transfer") all or any portion of its right, title and interest in the Mortgage Loan Purchase Agreement Property or the Project (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations excluding tenant leases pursuant to the Servicing Agreements terms of the Loan Agreement), (noting that ii) permit the Seller has retained the right Transfer of greater than 49% of its ownership and/or control, in the event aggregate, taking all transfers into account on a cumulative basis, or (iii) Transfer any of breach its rights or obligations under the Loan Documents. Notwithstanding the foregoing, Beneficiary consents to the events described in the last paragraph of Section 14.0 of the representationsLoan Agreement without Trustor obtaining any further consent of Beneficiary. Trustor hereby agrees that any purported Transfer not approved by the Beneficiary as required herein shall be ipso facto null and void, warranties and covenants, if any, with respect no voluntary or involuntary successor to any interest of Trustor under such a proscribed Transfer shall acquire any rights pursuant to the related Mortgage Loans Loan Agreement or this Deed of Trust. b. At any time Trustor desires to effect a Transfer hereunder, Trustor shall notify the related Servicer under Beneficiary in writing (the related Servicing Agreement "Transfer Notice") and shall submit to enforce the provisions thereof Beneficiary for its prior written approval (i) all proposed agreements and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trusteedocuments (collectively, the Depositor shall take "Transfer Documents") memorializing, facilitating, evidencing and/or relating to the circumstances surrounding such actions as may be necessary to enforce the above rightproposed Transfer, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (bii) If the Depositor, the Securities Administrator or the Trustee discovers a breach of any of the certificate setting forth representations and warranties by Trustor and the proposed transferee to the Beneficiary sufficient to establish and ensure that all requirements of this Section 33 have been and will be met. No Transfer Documents shall be approved by the Beneficiary unless they expressly provide for the assumption by the proposed transferee of all of Trustor's obligations under the Loan Documents. The Transfer Notice shall include a request that the Beneficiary consent to the proposed Transfer and shall also include a request that Trustor be released from further obligations under the Loan Documents. The Beneficiary agrees to make its decision on Trustor's request for consent to such Transfer, as promptly as possible, and, in any event, not later than thirty (30) days after the Beneficiary receives the last of the items required by this Section 33. In the event the Beneficiary consents to a proposed Transfer, then such Transfer shall not be effective unless and until the Beneficiary receives copies of all executed and binding Transfer Documents which Transfer Documents shall conform with the proposed Transfer Documents originally submitted by Trustor to the Beneficiary. From and after the effective date of any such Transfer, Trustor shall be released from its obligations under this Deed of Trust and the other Loan Documents accruing subsequent to such effective date. c. Notwithstanding anything in this Deed of Trust to the contrary, Trustor agrees that it shall not be permitted to make any Transfer, whether or not the Beneficiary consent is required therefor and even if the Beneficiary has consented thereto, if there exists an Event of Default under this Deed of Trust at the time the Transfer Notice is tendered to the Beneficiary or at any time thereafter until such Transfer is to be effective. d. The provisions of this Section 33 shall apply to each successive Transfer and proposed transferee in the same manner as initially applicable to Trustor under the terms set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrowerherein.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.

Assignment of Interest. in 28.1 Subject to the Mortgage Loan Purchase Agreement terms of this Article and in other terms of this Contract, any Company may assign, or transfer, a part or all of its Participating Interest, with the Subsequent Mortgage Loan Purchase Agreement(s).prior written consent of the Government, which consent shall not be unreasonably withheld, provided that the Government is satisfied that: (a) The Depositor hereby assigns the prospective assignee or transferee is comparable to the Trusteeassignor in terms of financial standing and its capacity and ability to meet its obligations hereunder, on behalf and is willing to provide an unconditional undertaking to assume its Participating Interest share of obligations and to provide guarantees in respect thereof as provided in the Contract; (b) the prospective assignee or transferee is not a company incorporated in a country with which the Government, for policy reasons, has restricted trade or business; (c) the prospective assignor or transferor and assignee or transferee respectively are willing to comply with any reasonable conditions of the Certificateholders, all of its right, title and interest in the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), including but not limited to the Depositor's rights and obligations pursuant to the Servicing Agreements (noting that the Seller has retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions Government as may be necessary in the circumstances with a view to enforce ensuring performance under the above rightContract; and (d) the assignment or transfer will not adversely affect the performance or obligations under this Contract or be contrary to the interests of India; (e) the requirements of Joint Operating Agreement have been satisfied. 28.2 An application by a Company for consent to assign or transfer shall accompanied by all relevant information concerning the proposed assignment or transfer including detailed information on the proposed, title assignee or transferee and interest on behalf its share holding and corporate structure, as was earlier required from the Companies constituting the Contractor, the terms of the Trustee proposed assignment or transfer and the Certificateholders unconditional undertaking referred to in (a) above. The applicant shall also submit such information relating to the prospective assignee or shall execute such further documents transferee of the assignment or transfer as the Trustee Government may reasonably require in order to enable proper consideration and disposal of the Trustee to carry out application. The Government shall accord its approval or reject the said application for assignment, in writing, within one hundred eighty (18O) days of receipt of such enforcement. (b) If application. In the Depositorevent no written communication rejecting the assignment is received by the Contractor, the Securities Administrator or the Trustee discovers a breach of any of the representations and warranties set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage Loan, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Seller, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase application shall be deemed to have occurred been approved, after lapse of the said one hundred eighty (180) days, subject to however that the said assignment is meeting all other conditions laid down elsewhere in this agreement. 28.3 Upon assignment or transfer of its Participating Interest in this Contract. the assignor or transferor shall be released and discharged from its obligations hereunder only to the extent that such obligations are assumed by the assignee or transferee with the approval of the Government. 28.4 Upon prior notice to the Companies, a government company may assign or transfer all or any part of its rights and interest under this Contract to any other government company, authorised by the Government, to explore for and exploit Petroleum in the Contract Area. 28.5 An assignment or transfer shall not be made so as to reduce the Participating Interest of a constituent of the Contractor, at any time, to less than ten percent (10%) of the total Participating Interest of all the constituents of the Contractor, except where such reduction would occur by virtue of a transfer of a proportion of a Company’s interest to a Nominee of the Government pursuant to Article 13, or where the Government, on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement recommendations of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth Management Committee may, in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalfspecial circumstances, so permit.

Assignment of Interest. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto _________________________________________ (print or typewrite name of transferee), __________________ (insert Social Security or other taxpayer identification number of transferee), the following specified percentage of Membership Interest in the Mortgage Loan Purchase Agreement and Company: 100% (identify the percentage interest being transferred) effective as of the date specified in the Subsequent Mortgage Loan Purchase Agreement(s). Application for Transfer of Interests below, and irrevocably constitutes and appoints __________________________ and its authorized officers, as attorney-in-fact, to transfer the same on the books and records of the Company, with full power of substitution in the premises. Dated: FUELCELL ENERGY FINANCE, LLC, a Connecticut limited liability company By: FuelCell Energy, Inc. Its: Sole Member By: Name: Title: Address: [ ] The undersigned applicant (the "Applicant") hereby (a) The Depositor hereby assigns applies for a transfer of the percentage of Membership Interest in the Company identified above in the Assignment of Interest (the "Transfer") and applies to be admitted to the Trustee, on behalf Company as a substitute member of the CertificateholdersCompany, (b) agrees to comply with and be bound by all of its right, title the terms and interest in provisions of the Mortgage Loan Purchase Agreement (and in the related Subsequent Mortgage Loan Purchase Agreement, (c) represents that the Transfer complies with the terms and conditions of the LLC Agreement, (d) represents that the Transfer does not violate any applicable laws and regulations, and (e) agrees to execute and acknowledge such instruments (including, without limitation, a counterpart of LLC Agreement), in form and substance satisfactory to the Company, as the Company reasonably deems necessary or desirable to effect the Applicant's admission to the Company as a substitute member of the Company and to confirm the agreement of the Applicant to be bound by all the terms and provisions of the LLC Agreement with respect to Membership Interest in the Subsequent Mortgage Loans), including but not limited Company described above. The Applicant directs that the foregoing Transfer and the Applicant's admission to the Depositor's rights and obligations pursuant to the Servicing Agreements Company as a substitute member shall be effective as of ______________________________. Dated: Signature: Address: The Company has determined (noting a) that the Seller has retained Transfer described above is permitted by the right in the event of breach of the representationsLLC Agreement, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies). The obligations of the Seller to substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's and the Certificateholders' sole remedy for any breach thereof. At the request of the Trustee, the Depositor shall take such actions as may be necessary to enforce the above right, title and interest on behalf of the Trustee and the Certificateholders or shall execute such further documents as the Trustee may reasonably require in order to enable the Trustee to carry out such enforcement. (b) If hereby agrees to effect such Transfer and the Depositoradmission of the Applicant as a substitute member of the Company effective as of the date and time directed above, and (c) agrees to record, as promptly as possible, in the books and records of the Company the admission of the Applicant as a substitute member. Dated: DOMINION BRIDGEPORT FUEL CELL, LLC, a Virginia limited liability company By: FuelCell Energy Finance, LLC Its: Sole Member By: FuelCell Energy, Inc. Its: Sole Member By: Name: Title: Address: Connecticut Green Bank, as Administrative Agent 000 Xxxxx Xxxxxx Xxxxx Xxxx, Xxxxxxxxxxx 00000 Attention: General Counsel Ladies and Gentlemen: Reference is made to the Pledge and Security Agreement dated as of the date hereof (the “Pledge Agreement”) by FUELCELL ENERGY FINANCE, LLC, a Connecticut limited liability company, as the pledgor (the “Pledgor”) for the benefit of Connecticut Green Bank, in its capacity as administrative agent for itself and the other Secured Parties (together with its successors and assigns, collectively, the Securities Administrator or “Administrative Agent”). Capitalized terms used but not defined herein have the Trustee discovers a breach of any meanings provided in the Pledge Agreement. In connection with the pledge of the representations and warranties set forth in Collateral to Administrative Agent by the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans), which breach materially and adversely affects the value of the interests of Certificateholders or the Trustee in the related Mortgage LoanPledgor, the party discovering the breach shall give prompt written notice of the breach to the other parties. The Sellerundersigned hereby represents, within 90 days of its discovery or receipt of notice that such breach has occurred (whichever occurs earlier), shall cure the breach in all material respects or, subject to the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreementwarrants and agrees, as applicable, shall purchase the Mortgage Loan or any property acquired with respect thereto from the Trustee; provided, however, that if there is a breach of any representation set forth in the Mortgage Loan Purchase Agreement (or the related Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans) or Section 2.04 of this Agreement, as applicable, and the Mortgage Loan or the related property acquired with respect thereto has been sold, then the Seller shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price over the Net Liquidation Proceeds received upon such sale. (If the Net Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to the Seller, to the extent not required by law to be paid to the related borrower.) Any such purchase by the Seller shall be made by providing an amount equal to the Repurchase Price to the Paying Agent for deposit in the Distribution Account and written notification detailing the components of such Repurchase Price to the Trustee, the Paying Agent and the Master Servicer. The Depositor shall notify the Trustee and submit to the Trustee or the Custodian, as its agent, a Request for Release in the form of Exhibit D attached hereto, and the Trustee shall release, or the Trustee shall cause the Custodian to release, to the Seller, the related Mortgage File and the Trustee shall execute and deliver all instruments of transfer or assignment furnished to it by the Seller, without recourse, as are necessary to vest in the Seller title to and rights under the Mortgage Loan or any property acquired with respect thereto. Such purchase shall be deemed to have occurred on the date on which the Repurchase Price in available funds is received by the Securities Administrator. The Trustee shall amend the related Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the Master Servicer and the Rating Agencies of such amendment. Enforcement of the obligation of the Seller to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or any property acquired with respect thereto (or pay the Repurchase Price as set forth in the above proviso) as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the Certificateholders or the Trustee on their behalf.follows: