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 Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 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. 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 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 SellerSeller 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 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 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 Seller may 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 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. 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 Mortgage Loans and the rights of the Seller under the Servicing Agreement 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 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. 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 each Seller, the Purchaser Originator, the 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 each 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 each Seller or the Seller Originator may assign its obligations hereunder to any Person into which the related Seller or the 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 Sellerrelated 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 each Seller and the Seller 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 Seller 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 Purchaser Originator, the 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 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, except that the Purchaser acknowledges and agrees that the Seller or the Originator may assign its obligations hereunder to any Person into which the Seller or the 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 SellerSeller 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 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 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 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. 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 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. 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Company, the Trustee, the Custodian, and their respective successors and assigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, which consent shall be at the Purchaser's sole Company’s discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Company is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Initial Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Company is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee, who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Company and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee of all of the Purchaser's Company’s rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Company and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 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 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. 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 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. 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. 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 Purchaser and the Trustee. The obligations of the Seller under this Agreement cannot be assigned or delegated by the Seller 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 Seller may 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 Mortgage Loans 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 for the benefit of the Certificateholders 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. 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 Purchaser Company, the Issuer, the Indenture Trustee and the TrusteeNote Insurer and their respective successors and assigns. The obligations of 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 Seller may 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 (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 and (ii) the assignment by the TrusteeIssuer to the Indenture Trustee and the Note Insurer of such rights and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement. 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 Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 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. 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 SellerOriginator, the Purchaser and the Trustee. The obligations of 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 Originator may assign its obligations hereunder to any Person into which the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller Originator is a party or any Person succeeding to the business of the SellerOriginator. 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 Originator acknowledges and consents to the assignment by the Purchaser directly or indirectly through an affiliate to the Trustee of all of the Purchaser's rights against the Seller 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 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Company, the Trustee, the Custodian, and their respective successors and assigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, which consent shall be at the PurchaserCompany's sole discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Company is acquiring the Closing Date Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Closing Date Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Company is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee, who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Company and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee of all of the PurchaserCompany's rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Company and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser Purchaser, the Issuing Entity and the Trustee. The obligations of 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 Seller may 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 Mortgage Loans 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 Issuing Entity and by the Issuing Entity to the Trustee of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to the 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. 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 The Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 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 TrusteeTrustee under the Pooling and Servicing 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Company, the Trustee, the Certificate Administrator, and their respective successors and assigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, which consent shall be at the PurchaserCompany's sole discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Company is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a trust that 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 Company 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 Company and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee of all of the PurchaserCompany's rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Company, the Certificate Administrator and the Trustee. Such enforcement of a right or remedy by the Company, the Trustee or the Certificate Administrator, 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 Agreement shall bind and inure to the benefit of and be enforceable by the each Seller, the Purchaser Purchaser, the Trust, and the Indenture Trustee. The obligations of the each 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 either Seller may assign its obligations hereunder under this Agreement to any Person person into which the that Seller is merged or any corporation resulting from any merger, conversion conversion, or consolidation to which the that Seller is a party or any Person person succeeding to the business of the that Seller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing to further transfer them to the Trust, and the Trust will Grant a trust that Security Interest in them to the Indenture Trustee under the Indenture pursuant to which the Trust will issue a series of Certificates representing undivided interests in such Notes secured by the Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the each Seller acknowledges and consents to the assignment by the Purchaser to the Trust, and by the Trust to the Indenture Trustee of all of the Purchaser's rights against the Seller pursuant to it under this Agreement insofar as such rights they relate to the Mortgage Loans transferred to the Trustee Trust applicable to that Seller and to the enforcement or exercise of any right or remedy against the that Seller pursuant to this Agreement by the TrusteeIndenture Trustee under the Sale and Servicing Agreement and the Indenture. Such enforcement Enforcement of a right or remedy by 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the SellerSponsor, the Purchaser and Depositor, the Trustee, the Custodian, and their respective successors and assigns. The obligations of the Seller Sponsor 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 Purchaser's sole Depositor’s discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Depositor is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Initial Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Depositor is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee. who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Depositor and the Trustee to purchase the Mortgage Loans, the Seller Sponsor acknowledges and consents to (i) the assignment by the Purchaser Depositor to the Trustee of all of the Purchaser's Depositor’s rights or remedies against the Seller Sponsor pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to (ii) the enforcement or exercise of any right or remedy rights against the Seller Sponsor pursuant to this Purchase Agreement by the Depositor and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 Additional Group 3 Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates representing undivided interests in such Additional Group 3 Mortgage Loans. As an inducement to the Purchaser to purchase the Additional Group 3 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 Additional Group 3 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. 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 The Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 FASCO is acquiring the Mortgage Loans for the purpose of contributing them to a trust the Trust that will issue a series of the Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser FASCO to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser FASCO to the Trustee of all of the PurchaserFASCO'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 TrusteeTrustee under the Pooling and Servicing 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 FASCO 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 and the Trustee. The obligations of 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 Seller may 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 Mortgage Loans for the purpose of contributing them to a the trust that will issue a series of Certificates 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. 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 Purchaser and the Trusteetheir 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 Purchaser, which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (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 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 or the Master 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 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 SellerOriginator, the Purchaser and the Trustee. The obligations of 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 ’s sole discretion, except that the Purchaser acknowledges and agrees that the Seller Originator may assign its obligations hereunder to any Person into which the Seller Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller Originator is a party or any Person succeeding to the business of the SellerOriginator. 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 Originator acknowledges and consents to the assignment by the Purchaser directly or indirectly through an affiliate to the Trustee of all of the Purchaser's ’s rights against the Seller 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 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 Mortgage Loans and the rights of the Seller under the Servicing Agreement 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 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. 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 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 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 Seller may 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 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. 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 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 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 Seller may 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 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. 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 Purchaser Originator, the 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 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, except that the Purchaser acknowledges and agrees that the Seller or the Originator may assign its obligations hereunder to any Person into which the Seller or the 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 SellerSeller 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 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 Mortgage Loans 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 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. 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the SellerSponsor, the Purchaser and Depositor, the Trustee, the Custodian, and their respective successors and assigns. The obligations of the Seller Sponsor 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 Purchaser's sole Depositor’s discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Depositor is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Initial Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Depositor is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee, who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Depositor and the Trustee to purchase the Mortgage Loans, the Seller Sponsor acknowledges and consents to (i) the assignment by the Purchaser Depositor to the Trustee of all of the Purchaser's Depositor’s rights or remedies against the Seller Sponsor pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to (ii) the enforcement or exercise of any right or remedy rights against the Seller Sponsor pursuant to this Purchase Agreement by the Depositor and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Depositor, the Trustee, the Custodian, and their respective successors and assigns. The obligations of 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 Purchaser's sole Depositor’s discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Depositor is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Initial Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Depositor is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee, who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Depositor and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Depositor to the Trustee of all of the Purchaser's Depositor’s rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Depositor and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Seller, the Purchaser and the Trustee. The obligations of 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 ’s sole discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 Mortgage Loans 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 for the benefit of the Certificateholders 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. 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 Mortgage Loans and the rights of the Seller under the Servicing Agreement and the Letter Agreement 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 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. 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 Purchaser and the Trustee. The obligations of 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 Seller may 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 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 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. 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 The Agreement shall bind and inure to the benefit of and be enforceable by the SellerLoan Originator, the Purchaser Depositor, the Indenture Trustee and the TrusteeNoteholders. The obligations of the Seller Loan Originator 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 Seller Loan Originator may assign its obligations hereunder to any Person into which the Seller Loan Originator is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller Loan Originator is a party or any Person succeeding to the business of the SellerLoan 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 Loan 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 Seller, the Purchaser and the Trustee. The obligations of the Seller under this Agreement cannot be assigned or delegated by the Seller 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 Seller may 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 Mortgage Loans 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 for the benefit of the Certificateholders 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. 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 Purchaser Purchaser, the Issuer and the Indenture Trustee. The obligations of 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 Seller may 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 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 Certificates representing undivided interests in such the Notes and pledge the Mortgage LoansLoans to the Indenture Trustee to secure the Notes. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Issuer and by the Issuer to the Indenture Trustee of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to the 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 TrusteeAgreement. Such enforcement of a right or remedy by 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 each Seller, the Purchaser Purchaser, the Trust, and the Indenture Trustee. The obligations of the each 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 any Seller may assign its obligations hereunder under this Agreement to any Person person into which the that Seller is merged or any corporation resulting from any merger, conversion conversion, or consolidation to which the that Seller is a party or any Person person succeeding to the business of the that Seller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing to further transfer them to the Trust, and the Trust will Grant a trust that Security Interest in them to the Indenture Trustee under the Indenture pursuant to which the Trust will issue a series of Certificates representing undivided interests in such Notes secured by the Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the each Seller acknowledges and consents to the assignment by the Purchaser to the Trust, and by the Trust to the Indenture Trustee of all of the Purchaser's ’s rights against the Seller pursuant to it under this Agreement insofar as such rights they relate to the Mortgage Loans transferred to the Trustee Trust applicable to that Seller and to the enforcement or exercise of any right or remedy against the that Seller pursuant to this Agreement by the TrusteeIndenture Trustee under the Sale and Servicing Agreement and the Indenture. Such enforcement Enforcement of a right or remedy by 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 Seller, the Purchaser Purchaser, Option One and the Trustee. The obligations of the Seller Option One 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 Option One may assign its obligations hereunder to any Person into which the Seller Option One is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller Option One is a party or any Person succeeding to the business of the SellerOption One. 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 Option One acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's Purchasers rights against the Seller Option One 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 Option One 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Company, the Trustee, the Custodian, and their respective successors and assigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, which consent shall be at the Purchaser's sole Company’s discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Company is acquiring the Closing Date Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Closing Date Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Company is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee, who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Company and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee of all of the Purchaser's Company’s rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Company and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser Purchaser, the Indenture Trustee and the TrusteeNote Insurer. The obligations of 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 Seller may 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 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 TrusteeIndenture Trustee or the Note Insurer under the Servicing 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 the Seller, the Purchaser and the [Indenture] Trustee. The obligations of 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 Seller may 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 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. 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 Seller, Seller and the Purchaser and the Trusteetheir respective assigns. The obligations of 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; provided, except however, that the Purchaser acknowledges and agrees that the Seller may 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 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. 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 Seller, the Purchaser Purchaser, Option One and the Trustee. The obligations of the Seller Option One 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 Option One may assign its obligations hereunder to any Person into which the Seller Option One is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller Option One is a party or any Person succeeding to the business of the SellerOption One. 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 Option One acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller Option One 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 Option One 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 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 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 Seller may 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 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. 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 The Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Purchaser, the Indenture Trustee. The obligations of 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 Seller may 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 Mortgage Loans for the purpose of contributing them to a trust that will issue a series of Certificates 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 Trust and the pledge by the Trust to the Indenture 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 such the Trust and Indenture Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trust or the Indenture Trustee. Such enforcement of a right or remedy by the Trust 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 each Seller, the Purchaser and the Trustee. The obligations of the each 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 each Seller may assign its obligations hereunder to any Person into which the such Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the such Seller is a party or any Person succeeding to the business of the such Seller. 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 the Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the each Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the such 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 applicable Seller 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Company, the Trustee, the Certificate Administrator, and their respective successors and assigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, which consent shall be at the PurchaserCompany's sole discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 Company is acquiring the Closing Date Mortgage Loans for the purpose of contributing selling them to a trust that the Trustee, who will issue a series in turn pledge the Closing Date Mortgage Loans to the Trustee for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Company and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee of all of the PurchaserCompany's rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Company, the Certificate Administrator and the Trustee. Such enforcement of a right or remedy by the Company, the Trustee or the Certificate Administrator, 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 Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser Purchaser, the Trustee and the TrusteeCertificate Insurer. The obligations of 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 Seller may 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 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 TrusteeTrustee or the Certificate Insurer under the Pooling and Servicing 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 Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and Company, the Trustee, the Custodian, and their respective successors and assigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, which consent shall be at the PurchaserCompany's sole discretion, except that the Purchaser acknowledges and agrees that the Seller may 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 (i) the Purchaser Company is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a the Trustee, who will hold the Initial Mortgage Loans in trust that for the benefit of the Certificateholders and (ii) the Company is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Trustee, who will issue a series hold the Subsequent Mortgage Loans for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Certificateholders. As an inducement to the Purchaser Company and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee of all of the PurchaserCompany's rights or remedies against the Seller pursuant to this Purchase Agreement and to (ii) the enforcement or exercise of any 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 Purchase Agreement by the Company and the Trustee. Such enforcement of a right or remedy by the Trustee Trustee, 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 Agreement shall bind and inure to the benefit of and be enforceable by 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 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 Seller may 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 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. 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 SellerSponsor, 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 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 Seller Sponsor may assign its obligations hereunder to any Person into which the Seller Sponsor is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller Sponsor is a party or any Person succeeding to the business of the SellerSponsor. 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 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 each Seller, the Purchaser Purchaser, the Trust, the Indenture Trustee, the Co-Trustee and the TrusteeCredit Enhancer. The obligations of the each Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at and the Purchaser's sole discretionCredit Enhancer, except that the Purchaser acknowledges and agrees that the any Seller may assign its obligations hereunder under this Agreement to any Person person into which the that Seller is merged or any corporation resulting from any merger, conversion conversion, or consolidation to which the that Seller is a party or any Person person succeeding to the business of the that Seller. The parties hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose of contributing to further transfer them to the Trust, and the Trust will Grant a trust that Security Interest in them to the Indenture Trustee under the Indenture pursuant to which the Trust will issue a series of Certificates representing undivided interests in such Notes secured by the Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the each Seller acknowledges and consents to the assignment by the Purchaser to the Trust, and by the Trust to the Indenture Trustee of all of the Purchaser's rights against the Seller pursuant to it under this Agreement insofar as such rights they relate to the Mortgage Loans transferred to the Trustee Trust applicable to that Seller and to the enforcement or exercise of any right or remedy against the that Seller pursuant to this Agreement by the TrusteeIndenture Trustee under the Sale and Servicing Agreement and the Indenture. Such enforcement Enforcement of a right or remedy by 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 Seller, the Purchaser and the Trustee. The obligations of 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 Seller may 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 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 or persons acting on behalf of 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 Purchaser and the Indenture Trustee. The obligations of 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, discretion except that the Purchaser acknowledges and agrees that the Seller may 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 Mortgage Home Loans for the purpose of contributing assigning them to a trust the Issuer and that the Issuer will issue a series of Certificates representing undivided interests in such Mortgage Loanspledge the Home Loans and other property described herein to the Indenture Trustee as collateral for the Notes. As an inducement to the Purchaser to purchase the Mortgage Home Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Issuer and the pledge by the Issuer to the Indenture Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Home 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 TrusteeIndenture Trustee under the Sale and Servicing Agreement. Such enforcement of a right or remedy by 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.