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

Successors and Assigns; Assignment of Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the Purchaser and their respective successors and assigns. The obligations of the Seller and the 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. The parties hereto acknowledge that the Purchaser is acquiring the Contracts for the purpose of selling them to the Issuer who will in turn pledge the Contracts to the Indenture Trustee for the benefit of the Noteholders and the Certificateholders. As an inducement to the Purchaser to purchase the Contracts, the Seller and the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the 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 Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the OriginatorPurchaser, the Purchaser Insurer and their respective successors and assignsthe Indenture Trustee. The Indenture Trustee shall be an express third-party beneficiary to Section 2.04. The obligations of the Seller and the Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserPurchaser 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 Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party or any Person succeeding to the business of the Seller. The parties hereto acknowledge that the Purchaser is acquiring the Contracts Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a series of notes and certificates representing interests in turn pledge the Contracts to the Indenture Trustee for the benefit of the Noteholders and the Certificateholderssuch Mortgage Loans. As an inducement to the Purchaser to purchase the ContractsMortgage Loans, the Seller acknowledges and the Originator acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Indenture Trustee 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 such Indenture Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights under the Sale and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Servicer or the Indenture Trustee, as applicable, 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 Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserPurchaser and the Note Insurer, which consent shall be at the Purchaser's and the Note Insurer's sole discretion. The parties hereto acknowledge that the Purchaser is acquiring the Contracts for the purpose of selling them to the Issuer who will in turn pledge the Contracts to the Indenture Trustee for the benefit of the Note Insurer, the Noteholders and the Certificateholders. As an inducement to the Purchaser to purchase the Contracts, the Seller and the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee and the Note Insurer of such rights and to the enforcement or exercise of any right or remedy by the Indenture TrusteeTrustee and the Note Insurer, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Note Insurer, the Owner Trustee, the 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 Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the Purchaser and their respective successors and assigns. The obligations of the Seller and the 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. The parties hereto acknowledge that the Purchaser is acquiring the Contracts Assets for the purpose of selling them to the Issuer who will in turn pledge the Contracts Assets to the Indenture [Indenture] Trustee for the benefit of the Noteholders and the Certificateholders. As an inducement to the Purchaser to purchase the ContractsAssets, the Seller and the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture [Indenture] Trustee of such rights and to the enforcement or exercise of any right or remedy by the Indenture [Indenture] Trustee, or the Servicer acting pursuant to the Servicing Agreement [Pooling and Servicing Agreement], against the Seller and the Originator pursuant to this Agreement [as assigned by the Issuer]. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Servicer or the Indenture [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 Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Loan Originator, the Purchaser Depositor, the Indenture Trustee and their respective successors and assignsthe Noteholders. The obligations of the Seller and the Loan Originator under this Agreement cannot be assigned or delegated to a third party without the consent of each of the PurchaserDepositor and the Noteholders, which consent shall be at the Purchasereach such Person's sole discretion. The parties hereto acknowledge that the Purchaser Depositor is acquiring the Contracts Loans for the purpose of selling contributing them to the Issuer who Trust that will in turn pledge issue the Contracts to the Indenture Trustee for the benefit of the Noteholders and the Certificateholdersrelated Notes, which will be secured by such Loans. As an inducement to the Purchaser Depositor to purchase the ContractsLoans and to the Noteholders to purchase the Note, the Seller Loan Originator acknowledges and the Originator acknowledge and consent consents to (i) the assignment by the Purchaser Depositor to the Issuer Trust of all of the PurchaserDepositor's rights against the Seller and the Loan Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Loan Originator pursuant to this Agreement as assigned by the Purchaser and (ii) Owner Trustee, for the assignment by benefit of the Issuer to and the Indenture Trustee of such rights Noteholders, under the related Sale and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, for the Servicer or benefit of the Indenture Trustee, as applicableIssuer and the Noteholders, 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 Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the SellerTransferor, the OriginatorDepositor, the Purchaser Issuer and their respective successors and assigns, the Indenture Trustee. The obligations of the Seller and the Originator Transferor under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserDepositor and the Issuer, which consent shall be at the PurchaserDepositor's and the Issuer's sole discretion. The parties hereto acknowledge that the Purchaser Depositor, as agent of the Transferor, is acquiring the Contracts Mortgage Loans solely for the purpose of selling them and assigning all of its rights under this Agreement and under the Mortgage Loan Purchase Agreement to the Issuer Issuer, who will in turn pledge the Contracts Mortgage Loans and assign all of its rights under this Agreement and the Mortgage Loan Purchase Agreement to the Indenture Trustee for the benefit of the Noteholders and the CertificateholdersNoteholders. As an inducement to the Purchaser Depositor to purchase acquire the ContractsMortgage Loans, the Seller Transferor acknowledges and the Originator acknowledge and consent consents to (i) the assignment by the Purchaser Depositor to the Issuer of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator Transferor pursuant to this Agreement and the Mortgage Loan Purchase Agreement as assigned by the IssuerDepositor and (ii) the assignment by the Issuer to the Indenture Trustee for the benefit of the Noteholders of such rights and to the enforcement or exercise of any right or remedy against the Transferor pursuant to this Agreement. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Servicer 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 Depositor directly. The Indenture Trustee is an express third-party beneficiary to this Agreement.

Successors and Assigns; Assignment of Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Loan Originator, the Purchaser Depositor, the Indenture Trustee and their respective successors and assignsthe Noteholder. The obligations of the Seller and the Loan Originator under this Agreement cannot be assigned or delegated to a third party without the consent of each of the PurchaserDepositor and the Noteholder, which consent shall be at the Purchaser's each such Person’s sole discretion. The parties hereto acknowledge that the Purchaser Depositor is acquiring the Contracts Loans for the purpose of selling contributing them to the Issuer who Trust that will in turn pledge issue the Contracts to the Indenture Trustee for the benefit of the Noteholders and the Certificateholdersrelated Notes, which will be secured by such Loans. As an inducement to the Purchaser Depositor to purchase the ContractsLoans and to the Noteholder to purchase the Note, the Seller Loan Originator acknowledges and the Originator acknowledge and consent consents to (i) the assignment by the Purchaser Depositor to the Issuer Trust of all of the Purchaser's Depositor’s rights against the Seller and the Loan Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Loan Originator pursuant to this Agreement as assigned by the Purchaser and (ii) Owner Trustee, for the assignment by benefit of the Issuer to and the Indenture Trustee of such rights Noteholders, under the related Sale and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, for the Servicer or benefit of the Indenture Trustee, as applicableIssuer and the Noteholders, 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 Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the OriginatorPurchaser, the Purchaser Insurer and their respective successors and assignsthe Indenture Trustee. The Indenture Trustee shall be an express third-party beneficiary to Section 2.04. The obligations of the Seller and the Originator under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserPurchaser 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 Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party or any Person succeeding to the business of the Seller. The parties hereto acknowledge that the Purchaser is acquiring the Contracts Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a series of notes and certificates representing interests in turn pledge the Contracts to the Indenture Trustee for the benefit of the Noteholders and the Certificateholderssuch Mortgage Loans. As an inducement to the Purchaser to purchase the ContractsMortgage Loans, the Seller acknowledges and the Originator acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Indenture Trustee 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 such Indenture Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee of such rights under the Sale and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the 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.Servicing

Successors and Assigns; Assignment of Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Transferor and the Originator, the Purchaser Depositor and their respective successors and assigns, the Trustee. The obligations of the Seller and the Originator Transferor under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserDepositor, which consent shall be at the PurchaserDepositor's sole discretion. The parties hereto acknowledge that the Purchaser Depositor, as agent of the Transferor, is acquiring obtaining the Contracts Mortgage Loans solely for the purpose of selling them and assigning all of its rights under this Agreement and under the Mortgage Loan Purchase Agreement to the Issuer who will in turn pledge the Contracts to the Indenture Trustee Trust Fund for the benefit of the Noteholders and the Certificateholders. As an inducement to the Purchaser Depositor to purchase acquire the ContractsMortgage Loans, the Seller Transferor acknowledges and the Originator acknowledge and consent consents to (i) the assignment by the Purchaser Depositor to the Issuer of all of the Purchaser's rights against the Seller and the Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Originator pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to the Indenture Trustee Trust Fund of such rights and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Servicer acting pursuant to the Servicing Agreement, against the Seller and the Originator Transferor pursuant to this Agreement and the Mortgage Loan Purchase Agreement as assigned by the IssuerDepositor and (ii) to the enforcement or exercise of any right or remedy against the Transferor pursuant to this Agreement. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Servicer Trust Fund 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 Depositor directly. The Trustee is an express third-party beneficiary to this Agreement.