Common use of Counterparts; Successors and Assigns Clause in Contracts

Counterparts; Successors and Assigns. This Agreement may be executed in one or more counterparts, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. This Agreement shall inure to the benefit of and be binding upon the Sellers and the Purchaser. Notwithstanding the foregoing, (a) none of the Sellers shall assign its rights and obligations under this Agreement without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld or delayed and (b) the Purchaser may not assign its rights and obligations under this Agreement except (i) as provided in Section 6.1(a) and Section 6.2, (ii) with the prior written consent of the applicable Seller or Sellers, which consent shall not be unreasonably withheld or delayed (in which case all references to the Purchaser herein shall be deemed to include such assignee or designee), or (iii) subject to the provisions of Section 6.1(a), the Purchaser shall have the right to assign its interest under this Agreement with respect to some or all of the Mortgage Loans to an affiliate of the Purchaser by executing an Assignment, Assumption and Recognition Agreement, substantially in the form of EXHIBIT C, and the assignee shall accede to the rights and obligations hereunder of the Purchaser with respect to such Mortgage Loans. All references to the Purchaser in this Agreement shall be deemed to include its assignee.