Common use of Successors and Assigns; Assignment of Purchase Agreement Clause in Contracts

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeNIMs Insurer, if any. The NIMs Insurer, if any, shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the Originator, the SellerPurchaser, the Purchaser Trustee and the TrusteeNIMs Insurer, if any. The NIMs Insurer, if any, shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of each Seller and the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that each Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator related Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the related Seller or the Originator is a party or any Person succeeding to the business of the related Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the each Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against each Seller or the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the SellerPurchaser, the Purchaser Trustee and the TrusteeNIMs Insurer, if any. The NIMs Insurer, if any, shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Company, the Issuer, the Indenture Trustee and the TrusteeNote Insurer and their respective successors and assigns. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company and the Note Insurer, which consent shall be at the PurchaserCompany's and the Note Insurer's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser Company is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer, who will issue a series in turn pledge the Initial Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests in such the Noteholders and the Note Insurer and (ii) the Issuer is acquiring the Subsequent Mortgage LoansLoans for the purpose of pledging the Subsequent Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and the Note Insurer. As an inducement to the Purchaser Company and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee Issuer of all of the PurchaserCompany's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to (ii) the assignment by the Purchaser Issuer to the Indenture Trustee and the Note Insurer of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator Seller pursuant to this Agreement by the TrusteeAgreement. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Indenture Trustee or the Note Insurer, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company or the Issuer directly.

Successors and Assigns; Assignment of Purchase Agreement. This The Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the Trustee. The obligations of the Originator and the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the such Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Purchase Agreement by the Trustee. In addition, Trustee under the Originator acknowledges Pooling and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the TrusteeServicing Agreement. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. The parties acknowledge and agree that the Trustee is an intended third party beneficiary of this Purchase Agreement (including, specifically, the indemnification provisions of Section 6.1(e)) and that the Trustee shall be entitled to enforce the provisions of this Purchase Agreement against the parties hereto.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerOriginator, the Purchaser and the Trustee. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeNIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerOriginator, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer who will issue a series in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Group I Interest Rate Cap Agreement and the NIMs Interest Rate Cap Agreement for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer or the Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the TrusteeIssuer. Such enforcement of a right or remedy by the Trustee Issuer, the Owner Trustee, the Servicer, the Master Servicer, the Securities Administrator or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee, the Guarantor and the TrusteeNIMs Insurer. The Guarantor and the NIMs Insurer shall be third party beneficiaries hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated by the Seller to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerResponsible Party, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator Seller and the Seller Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer who will issue a series in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Responsible Party acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Trustee. In addition, the Originator acknowledges Purchaser and consents to (ii) the assignment by the Purchaser Issuer to the Indenture Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Servicing Agreement, against the Originator Seller and the Responsible Party pursuant to this Agreement as assigned by the TrusteeIssuer. Such enforcement of a right or remedy by the Trustee Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the SellerPurchaser, the Purchaser Trustee and the TrusteeNIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorTransferor, the SellerCompany, the Purchaser Issuer and their respective successors and assigns, the Indenture Trustee and the TrusteeBond Insurer. The obligations of the Originator and the Seller Transferor under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, the Issuer and the Bond Insurer, which consent shall be at the PurchaserCompany's, the Issuer's and the Bond Insurer's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser Company, as agent of the Transferor, is acquiring the Initial Mortgage Loans solely for the purpose of contributing selling them and assigning all of its rights under this Agreement and under the Home Equity Loan Purchase Agreement to a trust that the Issuer, who will issue a series in turn pledge the Initial Mortgage Loans and assign all of Certificates representing undivided interests in such Mortgage Loansits rights under this Agreement and the Home Equity Loan Purchase Agreement to the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer. As an inducement to the Purchaser Company to purchase acquire the Initial Mortgage Loans, the Seller Transferor acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller Transferor pursuant to this Agreement and the Home Equity Loan Purchase Agreement as assigned by the Trustee. In addition, the Originator acknowledges Company and consents to (ii) the assignment by the Purchaser Issuer to the Indenture Trustee of all for the benefit of the Purchaser's rights against Bondholders and the Originator pursuant to this Agreement insofar as Bond Insurer of such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator Transferor pursuant to this Agreement by the TrusteeAgreement. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Indenture Trustee or the Bond Insurer, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company directly. The Bond Insurer and the Indenture Trustee are express third- party beneficiaries to this Agreement.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerSponsor, the Purchaser and the Trustee. The obligations of the Originator Seller and the Seller Sponsor under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator Seller and the Seller Sponsor may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Sponsor is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator Sponsor is a party or any Person succeeding to the business of the Seller or the OriginatorSponsor; provided that such Person executes and an agreement of assumption to perform every obligation of the Seller or the Sponsor, as applicable, under this Agreement. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans and the rights of the Seller under the Servicing Agreements and the Assignment Agreements for the purpose of contributing them to a trust that will issue a series of the Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the Seller and the Sponsor pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by and the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator Sponsor pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. The Seller or the Sponsor, as applicable, shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 7.08 to the Trustee.

Successors and Assigns; Assignment of Purchase Agreement. This The Agreement shall bind and inure to the benefit of and be enforceable by the Loan Originator, the SellerDepositor, the Purchaser Indenture Trustee and the TrusteeNoteholders. The obligations of the Loan Originator and the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Depositor, which consent shall be at the PurchaserDepositor's sole discretion, except that the Purchaser Depositor acknowledges and agrees that the Loan Originator and the Seller may assign its obligations hereunder to any Person into which the Loan Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Loan Originator is a party or any Person succeeding to the business of the Seller or the Loan Originator. The parties hereto acknowledge that the Purchaser Depositor is acquiring the Mortgage Loans for the purpose of contributing them to a trust the Trust that will issue a series of (i) the Trust Certificates representing undivided interests in such Mortgage Loans and (ii) the Notes which will be secured by such Loans. As an inducement to the Purchaser Depositor to purchase the Mortgage Loans, the Seller Loan Originator acknowledges and consents to the assignment by the Purchaser Depositor to the Trustee Trust of all of the PurchaserDepositor's rights against the Seller Loan Originator pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Loan Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Purchase Agreement by the Owner Trustee, for the benefit of the Issuer, under the Sale and Servicing Agreement. Such enforcement of a right or remedy by the Trustee Owner Trustee, for the benefit of the Issuer, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Depositor directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, Seller and the Purchaser and the Trusteetheir respective assigns. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's ’s sole discretion, except provided, however, that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans and the Contractual Rights for the purpose of contributing selling and assigning them to a trust that the Depositor pursuant to the SASCO Mortgage Loan Purchase Agreement which in turn will issue a series of Certificates representing undivided interests in sell and assign such Mortgage Loans, Contractual Rights and contractual rights under the SASCO Mortgage Loan Purchase Agreement to the Issuer which will pledge them to the Indenture Trustee. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee Depositor, and by the Depositor to the Issuer, and the pledge by the Issuer to the Indenture Trustee, of all of the Purchaser's Contractual Rights and contractual rights against under the Seller pursuant to this SASCO Mortgage Loan Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement which may be enforced or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have exercised with the same force and effect as if the right or remedy they had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the [Indenture] Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans and the rights of the Seller under the Servicing Agreements for the purpose of contributing selling [them to a trust the Trust that will issue a series of the Certificates representing undivided interests in such Mortgage Loans] [and assigning them to the Issuer which will pledge them to the Indenture Trustee]. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to [the Trustee Trust of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee Trust and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have have] [the Issuer which may be enforced or exercised with] the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerResponsible Party, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator Seller and the Seller Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer who will issue a series in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Responsible Party acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's ’s rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Trustee. In addition, the Originator acknowledges Purchaser and consents to (ii) the assignment by the Purchaser Issuer to the Indenture Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Servicing Agreement, against the Originator Seller and the Responsible Party pursuant to this Agreement as assigned by the TrusteeIssuer. Such enforcement of a right or remedy by the Trustee Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeCertificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans and the Yield Maintenance Agreement Purchase Price for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage LoansLoans and the Yield Maintenance Agreement Purchase Price, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans and the Yield Maintenance Agreement Purchase Price transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSponsor, the SellerPurchaser, the Purchaser Trustee and the TrusteeCertificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller Sponsor under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller Sponsor may assign its obligations hereunder to any Person into which the Originator or the Seller Sponsor is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator Sponsor is a party or any Person succeeding to the business of the Seller or the OriginatorSponsor. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans and the Cap Agreements for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage LoansLoans and the Cap Agreements, the Seller Sponsor acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller Sponsor pursuant to this Agreement insofar as such rights relate to Mortgage Loans and the Cap Agreements transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator Sponsor pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerOriginator, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer who will issue a series in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Class N Interest Rate Cap Agreement for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's ’s rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer or the Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the TrusteeIssuer. Such enforcement of a right or remedy by the Trustee Issuer, the Owner Trustee, the Servicer, the Master Servicer, the Securities Administrator or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Originator, the SellerTrustee, the Purchaser Guarantor and the TrusteeNIMs Insurer, if any. The Guarantor and the NIMs Insurer, if any, shall be third party beneficiaries hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated by the Originator or the Seller to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the SellerPurchaser, the Purchaser Trustee and the TrusteeNIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerSponsor, the Purchaser and the Trustee. The obligations of the Originator Seller and the Seller Sponsor under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's ’s sole discretion, and without the prior written consent of the Certificate Insurer except that the Purchaser acknowledges and agrees that the Originator Seller and the Seller Sponsor may assign its obligations hereunder to any Person into which the Originator Seller or the Seller Sponsor is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator Sponsor is a party or any Person succeeding to the business of the Seller or the OriginatorSponsor; provided that such Person executes and an agreement of assumption to perform every obligation of the Seller or the Sponsor, as applicable, under this Agreement. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans and the rights of the Seller under the Servicing Agreements for the purpose of contributing them to a trust that will issue a series of the Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the Seller and the Sponsor pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by and the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator Sponsor pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. The Seller or the Sponsor, as applicable, shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 7.08 to the Trustee and the Certificate Insurer.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeCertificate Insurer. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing transferring them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement (other than any rights of the Purchaser to indemnification under Sections 6.1(a), (c), (d) and (e)(ii) herein) insofar as such rights relate to Mortgage Loans transferred to the such Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, Trustee or the Originator acknowledges Certificate Insurer under the Pooling and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the TrusteeServicing Agreement. Such enforcement of a right or remedy by the Trustee or the Certificate Insurer shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Issuer and the Trusteetheir respective successors and assigns. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing selling them to a trust that the Depositor, who will issue a series in turn sell them to the Issuer, who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Noteholders. As an inducement to the Purchaser and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Trustee Depositor of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In additionPurchaser, the Originator acknowledges Depositor and consents to the Issuer, (ii) the assignment by the Purchaser Depositor to the Trustee Issuer of all of the PurchaserDepositor's rights against the Originator Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to and the Trustee Ownership Transfer Agreement and to the enforcement or exercise of any right or remedy against the Originator Seller pursuant to this Agreement and the Ownership Transfer Agreement and (iii) the assignment by the TrusteeIssuer to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement and the Ownership Transfer Agreement. Such enforcement of a right or remedy by the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser or the Issuer directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them assigning the Mortgage Loans to a trust that will issue a series the Trustee, on behalf of Certificates representing undivided interests in such Mortgage Loansthe Trust Fund, and for the benefit of the Certificateholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee Trustee, on behalf of the Trust Fund of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, on behalf of the Trust Fund, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. In addition, the parties hereto acknowledge that the representations and warranties made to the Seller by American Home Mortgage Corp. (“American Home”), an affiliate of the Purchaser, are being assigned directly to Deutsche Bank National Trust Company (the “Trustee”), as trustee for the holders of American Home Mortgage Assets LLC, Mortgage-Backed Pass-Through Certificates, Series 2005-1, pursuant to an Assignment, Assumption and Recognition Agreement among the Seller, the Trustee and American Home.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Insurer, the Owner Trustee and the Indenture Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser and the Insurer, which consent shall be at the Purchaser's sole and the Insurer's reasonable discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in notes secured by such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Owner Trustee and the assignment by the Owner Trustee to the Indenture Trustee, for the benefit of the Class A Noteholders and the Insurer, of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the such Owner Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, Owner Trustee or the Originator acknowledges Indenture Trustee under the Sale and consents to Servicing Agreement and the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the TrusteeIndenture. Such enforcement of a right or remedy by the Owner Trustee or the Indenture Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Indenture Trustee and the TrusteeNote Insurer. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing transferring them to a trust that will issue a series Series of Certificates Notes representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Indenture Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement (other than any rights of the Purchaser to indemnification under Sections 6.1(a), (c), (d) and (e)(ii) herein) insofar as such rights relate to Mortgage Loans transferred pledged to the such Indenture Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, Indenture Trustee or the Originator acknowledges and consents to Note Insurer under the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the TrusteeServicing Agreement. Such enforcement of a right or remedy by the Indenture Trustee or the Note Insurer shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the Originator, the SellerPurchaser, the Purchaser Trustee, the Certificate Insurer and the TrusteeNIMs Insurer, if any. The NIMs Insurer, if any, and the Certificate Insurer, shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of each Seller and the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that each Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator related Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the related Seller or the Originator is a party or any Person succeeding to the business of the related Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the each Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against each Seller or the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them assigning the Mortgage Loans to a trust that will issue a series the Trustee, on behalf of Certificates representing undivided interests in such Mortgage Loansthe Trust Fund, and for the benefit of the Certificateholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee Trustee, on behalf of the Trust Fund of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, on behalf of the Trust Fund, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. In addition, the parties hereto acknowledge that the representations and warranties made to the Seller by American Home Mortgage Corp. (“American Home”), an affiliate of the Purchaser, are being assigned directly to Deutsche Bank National Trust Company (the “Trustee”), as trustee for the holders of American Home Mortgage Assets LLC, Mortgage-Backed Pass-Through Certificates, Series 2005-2, pursuant to an Assignment, Assumption and Recognition Agreement among the Seller, the Trustee and American Home.

Successors and Assigns; Assignment of Purchase Agreement. This Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Company, the Issuer, the Bond Administrator, the Indenture Trustee and their respective successors and assigns and the TrusteeBond Insurer. The obligations of the Originator and the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company and the Bond Insurer, which consent shall be at the PurchaserCompany's and the Bond Insurer's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser Company is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer, who will issue a series in turn pledge the Initial Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests the Bondholders and the Bond Insurer and (ii) the Company is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Issuer, who will in such turn pledge the Subsequent Mortgage LoansLoans to the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer. As an inducement to the Purchaser Company and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee Issuer of all of the PurchaserCompany's rights or remedies against the Seller pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy rights against the Seller pursuant to this Purchase Agreement by the Trustee. In additionCompany, the Originator acknowledges Issuer and consents to the Indenture Trustee, and (iii) the assignment by the Purchaser Issuer to the Indenture Trustee of all of the PurchaserIssuer's rights and remedies against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee Seller and to the enforcement or exercise of any right or remedy rights against the Originator Seller pursuant to this Purchase Agreement by the Company, the Issuer and the Indenture Trustee. Such enforcement of a right or remedy by the Trustee Company, the Issuer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company directly.

Successors and Assigns; Assignment of Purchase Agreement. This Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and Transferor, the Depositor, the Trustee, the Certificate Administrator, and their respective successors and assigns. The obligations of the Originator and the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Transferor and the Depositor, which consent shall be at the PurchaserTransferor's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorDepositor's discretion. The parties hereto acknowledge that (i) the Purchaser Transferor is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a trust that the Depositor, who is acquiring the Initial Mortgage Loans to sell them to the Trustee, who will issue a series in turn pledge the Initial Mortgage Loans to the Trustee for the benefit of Certificates representing undivided interests in such the Certificateholders and (ii) the Transferor is acquiring the Subsequent Mortgage LoansLoans for the purpose of selling them to the Trustee, who will hold the Subsequent Mortgage Loans for the benefit of the Certificateholders. As an inducement to the Purchaser Transferor, the Depositor and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Transferor to the Trustee Depositor of all of the PurchaserTransferor's rights against the Seller pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Purchase Agreement by the Trustee. In additionTransferor, the Originator acknowledges Depositor and consents to the Trustee, and (ii) the assignment by the Purchaser Depositor to the Trustee of all of the PurchaserDepositor's rights or remedies against the Originator Seller pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy rights against the Originator Seller pursuant to this Purchase Agreement by the Transferor, the Depositor and the Trustee. Such enforcement of a right or remedy by the Transferor, the Depositor, the Trustee or the Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Transferor directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Insurer, the Owner Trustee and the Indenture Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser and the Insurer, which consent shall be at the Purchaser's sole ’s and the Insurer’s reasonable discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in notes secured by such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Owner Trustee and the assignment by the Owner Trustee to the Indenture Trustee, for the benefit of the Noteholders and the Insurer, of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the such Owner Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, Owner Trustee or the Originator acknowledges Indenture Trustee under the Sale and consents to Servicing Agreement and the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the TrusteeIndenture. Such enforcement of a right or remedy by the Owner Trustee or the Indenture Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser and Purchaser, the Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans and other assets transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee or any party acting on behalf of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee or such other party shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. As an inducement to the Seller to sell the Mortgage Loans, the Purchaser agrees to cooperate with the Seller and its accountants by agreeing to such provisions in the Pooling and Servicing Agreement and in the Cap Contract (to the extent such provisions are commercially reasonable and to the extent such provisions do not cause the Prospectus Supplement, absent an amendment or supplement thereto, to contain an untrue statement of any material fact or an omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading) as may be reasonably required by such accountants as a condition to such accountants' concluding that the aforementioned trust, if beneficial interests therein are to be retained by the Seller or its Affiliates, would be as of the Closing Date a "qualified special purpose entity" within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Insurer, the Owner Trustee and the Indenture Trustee. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser and the Insurer, which consent shall be at the Purchaser's sole and the Insurer's reasonable discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in notes secured by such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Owner Trustee and the assignment by the Owner Trustee to the Indenture Trustee, for the benefit of the Noteholders and the Insurer, of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the such Owner Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, Owner Trustee or the Originator acknowledges Indenture Trustee under the Sale and consents to Servicing Agreement and the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the TrusteeIndenture. Such enforcement of a right or remedy by the Owner Trustee or the Indenture Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee, the Guarantor and the TrusteeNIMs Insurer, if any. The Guarantor and the NIMs Insurer, if any, shall be third party beneficiaries hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated by the Seller to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the OriginatorSeller, the SellerOriginator, the Purchaser and the Trusteetheir respective successors and assigns. The obligations of the Originator Seller and the Seller Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Purchaser, which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of contributing selling them to a trust that the Issuer who will issue a series in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Interest Rate Swap Agreement for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's ’s rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer or the Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the TrusteeIssuer. Such enforcement of a right or remedy by the Trustee Issuer, the Owner Trustee, the Servicer, the Master Servicer, the Securities Administrator or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the Originator, the SellerPurchaser, the Purchaser Trustee, the Certificate Insurer and the TrusteeNIMs Insurer, if any. The NIMs Insurer, if any, and the Certificate Insurer, shall each be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of each Seller and the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that each Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator related Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the related Seller or the Originator is a party or any Person succeeding to the business of the related Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the each Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against each Seller or the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the Originator, the SellerPurchaser, the Purchaser Trustee, the Trust Administrator and the TrusteeCertificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of each Seller and the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that each Seller or the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator related Seller or the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the related Seller or the Originator is a party or any Person succeeding to the business of the related Seller or the Originator. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee Trust Administrator of all of the Purchaser's rights against the each Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee Trust Administrator and to the enforcement or exercise of any right or remedy against each Seller or the Originator pursuant to this Agreement by the TrusteeTrust Administrator. Such enforcement of a right or remedy by the Trustee Trust Administrator shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeNIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.the

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeTrust Administrator. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans and other assets transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee or any party acting on behalf of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee or such other party shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. As an inducement to the Seller to sell the Mortgage Loans, the Purchaser agrees to reasonably cooperate with the Seller and its accountants by agreeing to such provisions in the Pooling and Servicing Agreement and in the Cap Contract (to the extent such provisions are commercially reasonable and to the extent such provisions do not cause the Prospectus Supplement, absent an amendment or supplement thereto, to contain an untrue statement of any material fact or an omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading) as may be reasonably required by such accountants as a condition to such accountants' concluding that the aforementioned trust, if beneficial interests therein are to be retained by the Seller or its Affiliates, would be as of the Closing Date a "qualified special purpose entity" within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Originator, the Seller, the Purchaser Purchaser, the Trustee and the TrusteeCertificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the Originator and the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Originator and the Seller may assign its obligations hereunder to any Person into which the Originator or the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Originator is a party or any Person succeeding to the business of the Seller or the OriginatorSeller. The parties hereto acknowledge that the Purchaser is acquiring the Subsequent Mortgage Loans for the purpose of contributing them to a trust that will issue a series Series of Certificates representing undivided interests in such Subsequent Mortgage Loans. As an inducement to the Purchaser to purchase the Subsequent Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Subsequent Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. In addition, the Originator acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Originator pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.