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 Responsible Party, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, which consent shall be at the Purchaser's sole discretion. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn 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 and the Responsible Party acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyPurchaser, the Purchaser Issuer and their respective successors and assigns. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, which consent shall be at the Purchaser's sole discretion. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer Depositor, who will in turn sell them to the Issuer, who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Depositor of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Purchaser Purchaser, the Depositor and the Issuer, (ii) the assignment by the Depositor to the Issuer of all of the Depositor's rights against the Seller pursuant to this Agreement and the Ownership Transfer Agreement and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement and the Ownership Transfer Agreement and (iiiii) 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by and the IssuerOwnership Transfer Agreement. Such enforcement of a right or remedy by the Depositor, the Issuer, the Owner Trustee, the Master Servicer Trustee or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser 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 Responsible PartyPurchaser, the Purchaser Trustee and their respective successors the Certificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and assignsmay enforce the terms hereof as if a party hereto. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the 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 and the Yield Maintenance Agreement Purchase Price for the purpose of selling contributing them to the Issuer who a trust that will issue a Series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage LoansLoans and the Yield Maintenance Agreement Purchase Price, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans and the Yield Maintenance Agreement Purchase Price transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible Party, Seller and the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, Purchaser which consent shall be at the Purchaser's ’s sole discretion, provided, 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 (i) the Purchaser is acquiring the Mortgage Loans and the Contractual Rights for the purpose of selling and assigning them to the Issuer who will Depositor pursuant to the SASCO Mortgage Loan Purchase Agreement which in turn will sell and assign such Mortgage Loans, Contractual Rights and contractual rights under the SASCO Mortgage Loan Purchase Agreement to the Issuer which will pledge the Mortgage Loans them to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersTrustee. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer of all of Depositor, and by the Purchaser's rights against Depositor to the Seller Issuer, and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment pledge 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, of all of the Contractual Rights and contractual rights under the SASCO Mortgage Loan Purchase Agreement which may be enforced or the Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, 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 Responsible PartyPurchaser, the Purchaser Insurer, the Owner Trustee and their respective successors and assignsthe Indenture Trustee. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserPurchaser and the Insurer, which consent shall be at the Purchaser's sole and the Insurer's reasonable discretion, except that the Purchaser acknowledges and agrees that the Seller may with the consent of the Insurer assign its obligations hereunder to any Person into which the Seller is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller is a party or any Person succeeding to the business of the Seller. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will in turn pledge the issue a series of notes secured by such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Owner Trustee and the assignment by the Owner Trustee to the Indenture Trustee, for the benefit of the Class A Noteholders and the Insurer, of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to such Owner Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Purchaser and (ii) the assignment by the Issuer to Owner Trustee or the Indenture Trustee of such rights under the Sale and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Servicing Agreement, against the Seller Agreement and the Responsible Party pursuant to this Agreement as assigned by the IssuerIndenture. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer Trustee or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyTransferor, the Purchaser Depositor, the Trustee, the Certificate Administrator, and their respective successors and assigns. The obligations of the Seller and the Responsible Party under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserTransferor and the Depositor, which consent shall be at the PurchaserTransferor's sole and the Depositor's discretion. The parties hereto acknowledge that (i) the Purchaser Transferor is acquiring the Initial Mortgage Loans for the purpose of selling them to the Issuer Depositor, who is acquiring the Initial Mortgage Loans to sell them to the Trustee, who will in turn pledge the Initial Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders Certificateholders and (ii) the Purchaser Transferor is acquiring the rights with respect to the Cap Contracts Subsequent Mortgage Loans for the purpose of transferring selling them to the Issuer Trustee, who will in turn assign these rights to hold the Indenture Trustee Subsequent Mortgage Loans for the benefit of the NoteholdersCertificateholders. As an inducement to the Purchaser Transferor, the Depositor and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser Transferor to the Issuer Depositor of all of the PurchaserTransferor's rights against the Seller and the Responsible Party pursuant to this Purchase Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Purchase Agreement as assigned by the Purchaser Transferor, the Depositor and the Trustee, and (ii) the assignment by the Issuer Depositor to the Indenture Trustee of such all of Depositor's rights or remedies against the Seller pursuant to this Purchase Agreement and to the enforcement or exercise of any right or remedy by the Indenture Trustee, or the Master Servicer acting pursuant to the Servicing Agreement, rights against the Seller and the Responsible Party pursuant to this Purchase Agreement as assigned by the IssuerTransferor, the Depositor and the Trustee. Such enforcement of a right or remedy by the IssuerTransferor, the Owner TrusteeDepositor, the Master Servicer Trustee or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Transferor directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the SellerTransferor, the Responsible PartyCompany, the Purchaser Issuer and their respective successors and assigns, the Indenture Trustee and the Bond Insurer. The obligations of the Seller and the Responsible Party Transferor under this Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserCompany, the Issuer and the Bond Insurer, which consent shall be at the PurchaserCompany's, the Issuer's and the Bond Insurer's sole discretion. The parties hereto acknowledge that (i) the Purchaser Company, as agent of the Transferor, is acquiring the Initial Mortgage Loans solely for the purpose of selling them and assigning all of its rights under this Agreement and under the Home Equity Loan Purchase Agreement to the Issuer Issuer, who will in turn pledge the Initial Mortgage Loans and assign all of its rights under this Agreement and the Home Equity Loan Purchase Agreement to the Indenture Trustee for the benefit of the Noteholders Bondholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersBond Insurer. As an inducement to the Purchaser Company to purchase acquire the Initial Mortgage Loans, the Seller Transferor acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser Company to the Issuer of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party Transferor pursuant to this Agreement and the Home Equity Loan Purchase Agreement as assigned by the IssuerCompany and (ii) the assignment by the Issuer to the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer of such rights and to the enforcement or exercise of any right or remedy against the Transferor pursuant to this Agreement. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer Indenture Trustee or the Indenture TrusteeBond Insurer, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company directly. The Bond Insurer and the Indenture Trustee are express third- party beneficiaries to this Agreement.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyOriginator, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party 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. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts Interest Rate Swap Agreement for the purpose of transferring them to the Issuer who will in turn 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 and the Responsible Party Originator acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's ’s rights against the Seller and the Responsible Party Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party 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 Responsible Party Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Servicer, the Master Servicer Servicer, the Securities Administrator or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

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

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

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyPurchaser, the Purchaser Trustee and their respective successors and assignsthe Trust Administrator. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the 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 selling contributing them to the Issuer who a trust that will issue a series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans and other assets transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Purchaser and (ii) Trustee or any party acting on behalf of 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer Trustee or the Indenture Trustee, as applicable, such other party shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. As an inducement to the Seller to sell the Mortgage Loans, the Purchaser agrees to reasonably cooperate with the Seller and its accountants by agreeing to such provisions in the Pooling and Servicing Agreement and in the Cap Contract (to the extent such provisions are commercially reasonable and to the extent such provisions do not cause the Prospectus Supplement, absent an amendment or supplement thereto, to contain an untrue statement of any material fact or an omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading) as may be reasonably required by such accountants as a condition to such accountants' concluding that the aforementioned trust, if beneficial interests therein are to be retained by the Seller or its Affiliates, would be as of the Closing Date a "qualified special purpose entity" within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible Party, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party 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. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer who will in turn pledge assigning the Mortgage Loans to the Indenture Trustee Trustee, on behalf of the Trust Fund, and for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersCertificateholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee, on behalf of the Trust Fund of all of the Purchaser's ’s rights against the Seller and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the IssuerPurchaser. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, on behalf of the Master Servicer or the Indenture Trustee, as applicableTrust Fund, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. In addition, the parties hereto acknowledge that the representations and warranties made to the Seller by American Home Mortgage Corp. (“American Home”), an affiliate of the Purchaser, are being assigned directly to Deutsche Bank National Trust Company (the “Trustee”), as trustee for the holders of American Home Mortgage Assets LLC, Mortgage-Backed Pass-Through Certificates, Series 2005-1, pursuant to an Assignment, Assumption and Recognition Agreement among the Seller, the Trustee and American Home.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyPurchaser, the Purchaser and their respective successors and assignsTrustee. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the 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 selling contributing them to the Issuer who a trust that will issue a series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans and other assets transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Purchaser and (ii) Trustee or any party acting on behalf of 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer Trustee or the Indenture Trustee, as applicable, such other party shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. As an inducement to the Seller to sell the Mortgage Loans, the Purchaser agrees to cooperate with the Seller and its accountants by agreeing to such provisions in the Pooling and Servicing Agreement and in the Cap Contract (to the extent such provisions are commercially reasonable and to the extent such provisions do not cause the Prospectus Supplement, absent an amendment or supplement thereto, to contain an untrue statement of any material fact or an omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading) as may be reasonably required by such accountants as a condition to such accountants' concluding that the aforementioned trust, if beneficial interests therein are to be retained by the Seller or its Affiliates, would be as of the Closing Date a "qualified special purpose entity" within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyOriginator, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party 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. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Class N Interest Rate Cap Contracts Agreement for the purpose of transferring them to the Issuer who will in turn 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 and the Responsible Party Originator acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's ’s rights against the Seller and the Responsible Party Originator pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party 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 Responsible Party Originator pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Servicer, the Master Servicer Servicer, the Securities Administrator or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyPurchaser, the Purchaser Trustee and their respective successors the Certificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and assignsmay enforce the terms hereof as if a party hereto. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, Purchaser which consent shall be at the Purchaser's sole discretion, except that the Purchaser acknowledges and agrees that the 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 Subsequent Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a Series of Certificates representing undivided interests in turn pledge the such Subsequent Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Subsequent Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Subsequent Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

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

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible Party, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party 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. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn 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 and the Responsible Party acknowledge and consent to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's ’s rights against the Seller and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the each Seller, the Responsible PartyOriginator, the Purchaser Purchaser, the Trustee, the Certificate Insurer and their respective successors the NIMs Insurer, if any. The NIMs Insurer, if any, and assignsthe Certificate Insurer, shall each be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the each Seller and the Responsible Party 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 each Seller or the 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 related Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller and the Responsible Party Originator each acknowledge and consent to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the each Seller and the Responsible Party 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 and the Responsible Party 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartySponsor, the Purchaser and their respective successors and assignsthe Trustee. The obligations of the Seller and the Responsible Party Sponsor 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 and the Sponsor may assign its obligations hereunder to any Person into which the Seller or the Sponsor is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Sponsor is a party or any Person succeeding to the business of the Seller or the Sponsor; provided that such Person executes and an agreement of assumption to perform every obligation of the Seller or the Sponsor, as applicable, under this Agreement. The parties hereto acknowledge that (i) 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 selling contributing them to a trust that will issue the Issuer who will Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's ’s rights against the Seller and the Responsible Party Sponsor pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party Sponsor 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. The Seller or the Sponsor, as applicable, shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 7.08 to the Trustee.

Successors and Assigns; Assignment of Purchase Agreement. This Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyCompany, the Purchaser Issuer, the Bond Administrator, the Indenture Trustee and their respective successors and assignsassigns and the Bond Insurer. The obligations of the Seller and the Responsible Party under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the PurchaserCompany and the Bond Insurer, which consent shall be at the PurchaserCompany's and the Bond Insurer's sole discretion. The parties hereto acknowledge that (i) the Purchaser Company is acquiring the Initial Mortgage Loans for the purpose of selling them to the Issuer Issuer, who will in turn pledge the Initial Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders Bondholders and the Bond Insurer and (ii) the Purchaser Company is acquiring the rights with respect to the Cap Contracts Subsequent Mortgage Loans for the purpose of transferring selling them to the Issuer Issuer, who will in turn assign these rights pledge the Subsequent Mortgage Loans to the Indenture Trustee for the benefit of the NoteholdersBondholders and the Bond Insurer. As an inducement to the Purchaser Company and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser Company to the Issuer of all of the PurchaserCompany's rights or remedies against the Seller and the Responsible Party pursuant to this Purchase Agreement and to the enforcement or exercise of any right or remedy rights against the Seller and the Responsible Party pursuant to this Purchase Agreement as assigned by the Purchaser Company, the Issuer and the Indenture Trustee, and (iiiii) the assignment by the Issuer to the Indenture Trustee of such all the Issuer's rights and remedies against the Seller and to the enforcement or exercise of any right or remedy rights against the Seller pursuant to this Purchase Agreement by the Company, the Issuer and the Indenture Trustee, or the Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the IssuerCompany, the Owner Trustee, the Master Servicer Issuer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the each Seller, the Responsible PartyOriginator, the Purchaser Purchaser, the Trustee, the Trust Administrator and their respective successors the Certificate Insurer. The Certificate Insurer shall be a third party beneficiary hereof and assignsmay enforce the terms hereof as if a party hereto. The obligations of the each Seller and the Responsible Party 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 each Seller or the 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 related Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller and the Responsible Party Originator each acknowledge and consent to (i) the assignment by the Purchaser to the Issuer Trust Administrator of all of the Purchaser's rights against the each Seller and the Responsible Party Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trust Administrator and to the enforcement or exercise of any right or remedy against each Seller or the Seller and the Responsible Party 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the IssuerTrust Administrator. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trust Administrator shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartySponsor, the Purchaser and their respective successors and assignsthe Trustee. The obligations of the Seller and the Responsible Party Sponsor 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, and without the prior written consent of the Certificate Insurer except that the Purchaser acknowledges and agrees that the Seller and the Sponsor may assign its obligations hereunder to any Person into which the Seller or the Sponsor is merged or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Sponsor is a party or any Person succeeding to the business of the Seller or the Sponsor; provided that such Person executes and an agreement of assumption to perform every obligation of the Seller or the Sponsor, as applicable, under this Agreement. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans and the rights of the Seller under the Servicing Agreements for the purpose of selling contributing them to a trust that will issue the Issuer who will Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's ’s rights against the Seller and the Responsible Party Sponsor pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party Sponsor 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. The Seller or the Sponsor, as applicable, shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 7.08 to the Trustee and the Certificate Insurer.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the each Seller, the Responsible PartyOriginator, the Purchaser Purchaser, the Trustee, the Certificate Insurer and their respective successors the NIMs Insurer, if any. The NIMs Insurer, if any, and assignsthe Certificate Insurer, shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of the each Seller and the Responsible Party 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 each Seller or the 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 related Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller and the Responsible Party Originator each acknowledge and consent to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the each Seller and the Responsible Party 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 and the Responsible Party 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible PartyOriginator, the Purchaser Purchaser, the Trustee and their respective successors the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and assignsmay enforce the terms hereof as if a party hereto. The obligations of the Seller and the Responsible Party 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 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 Seller or the Originator. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling contributing them to the Issuer who a trust that will issue a series of Certificates representing undivided interests in turn pledge the such Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersLoans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller and the Responsible Party Originator each acknowledge and consent to (i) the assignment by the Purchaser to the Issuer Trustee of all of the Purchaser's rights against the Seller and the Responsible Party 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 or the Responsible Party 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the Issuer. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Responsible Party, the Purchaser and their respective successors and assigns. The obligations of the Seller and the Responsible Party under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser, which consent shall be at the Purchaser's sole discretion. The parties hereto acknowledge that (i) the Purchaser is acquiring the Mortgage Loans for the purpose of selling them to the Issuer who will in turn pledge assigning the Mortgage Loans to the Indenture Trustee Trustee, on behalf of the Trust Fund, and for the benefit of the Noteholders and (ii) the Purchaser is acquiring the rights with respect to the Cap Contracts for the purpose of transferring them to the Issuer who will in turn assign these rights to the Indenture Trustee for the benefit of the NoteholdersCertificateholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and the Responsible Party acknowledge and consent consents to (i) the assignment by the Purchaser to the Issuer Trustee, on behalf of the Trust Fund of all of the Purchaser's rights against the Seller and the Responsible Party pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the 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 Master Servicer acting pursuant to the Servicing Agreement, against the Seller and the Responsible Party pursuant to this Agreement as assigned by the IssuerPurchaser. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, on behalf of the Master Servicer or the Indenture Trustee, as applicableTrust Fund, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. In addition, the parties hereto acknowledge that the representations and warranties made to the Seller by American Home Mortgage Corp. (“American Home”), an affiliate of the Purchaser, are being assigned directly to Deutsche Bank National Trust Company (the “Trustee”), as trustee for the holders of American Home Mortgage Assets LLC, Mortgage-Backed Pass-Through Certificates, Series 2005-2, pursuant to an Assignment, Assumption and Recognition Agreement among the Seller, the Trustee and American Home.