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, the Trustee and the NIMs 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.

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

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Originator, the Purchaser, the Trustee and the NIMs 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 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 PurchaserResponsible Party, the Trustee Purchaser and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof their respective successors and may enforce the terms hereof as if a party heretoassigns. 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, 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 Cap Contracts for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Responsible Party acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's ’s rights against the Seller and the Responsible Party pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Responsible Party pursuant to this Agreement as assigned by the 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 Trustee Issuer, the Owner Trustee, the Master Servicer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Trustee Purchaser and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof their respective successors and may enforce the terms hereof as if a party heretoassigns. 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 assigning the Mortgage Loans to a trust that will issue a Series the Trustee, on behalf of Certificates representing undivided interests in such Mortgage Loansthe Trust Fund, and for the benefit of the Certificateholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee Trustee, on behalf of the Trust Fund of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the TrusteePurchaser. Such enforcement of a right or remedy by the Trustee Trustee, on behalf of the Trust Fund, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. In addition, the parties hereto acknowledge that the representations and warranties made to the Seller by American Home Mortgage Corp. (“American Home”), an affiliate of the Purchaser, are being assigned directly to Deutsche Bank National Trust Company (the “Trustee”), as trustee for the holders of American Home Mortgage Assets LLC, Mortgage-Backed Pass-Through Certificates, Series 2005-1, pursuant to an Assignment, Assumption and Recognition Agreement among the Seller, the Trustee and American Home.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Trustee Issuer and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof their respective successors and may enforce the terms hereof as if a party heretoassigns. 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 selling them to a trust that the Depositor, who will issue a Series in turn sell them to the Issuer, who will in turn pledge the Mortgage Loans to the Indenture Trustee for the benefit of Certificates representing undivided interests in such Mortgage Loansthe Noteholders. As an inducement to the Purchaser and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Trustee Depositor of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the TrusteePurchaser, 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 (iii) the assignment by the Issuer to the Indenture Trustee of such rights and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement and the Ownership Transfer Agreement. Such enforcement of a right or remedy by the Depositor, the Issuer, the Owner Trustee or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser or the Issuer directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Trustee and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party heretoTrustee. 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 and other assets transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee or any party acting on behalf of the Trustee. Such enforcement of a right or remedy by the Trustee or such other party shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. As an inducement to the Seller to sell the Mortgage Loans, the Purchaser agrees to cooperate with the Seller and its accountants by agreeing to such provisions in the Pooling and Servicing Agreement and in the Cap Contract (to the extent such provisions are commercially reasonable and to the extent such provisions do not cause the Prospectus Supplement, absent an amendment or supplement thereto, to contain an untrue statement of any material fact or an omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading) as may be reasonably required by such accountants as a condition to such accountants' concluding that the aforementioned trust, if beneficial interests therein are to be retained by the Seller or its Affiliates, would be as of the Closing Date a "qualified special purpose entity" within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the SellerOriginator, the Purchaser, the Trustee Trustee, the Certificate Insurer and the NIMs Insurer, if any. The NIMs Insurer Insurer, if any, and the Certificate Insurer, shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of each Seller and the 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 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, the Trustee and the NIMs Certificate Insurer. The NIMs 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 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 Yield Maintenance Agreement Purchase Price 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 LoansLoans and the Yield Maintenance Agreement Purchase Price, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans and the Yield Maintenance Agreement Purchase Price transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. 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 PurchaserTransferor, the Trustee Depositor, the Trustee, the Certificate Administrator, and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof their respective successors and may enforce the terms hereof as if a party heretoassigns. The obligations of the Seller under this Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Transferor and the Depositor, which consent shall be at the PurchaserTransferor's sole and the 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 Transferor is acquiring the Initial Mortgage Loans for the purpose of contributing selling them to a trust that the Depositor, who is acquiring the Initial Mortgage Loans to sell them to the Trustee, who will issue a Series in turn pledge the Initial Mortgage Loans to the Trustee for the benefit of Certificates representing undivided interests in such the Certificateholders and (ii) the Transferor is acquiring the Subsequent Mortgage LoansLoans for the purpose of selling them to the Trustee, who will hold the Subsequent Mortgage Loans for the benefit of the Certificateholders. As an inducement to the Purchaser Transferor, the Depositor and the Trustee to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Transferor to the Trustee Depositor of all of the PurchaserTransferor's rights against the Seller pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Purchase Agreement by the Transferor, the Depositor and the Trustee, and (ii) the assignment by the Depositor to the Trustee of all of Depositor's rights or remedies against the Seller pursuant to this Purchase Agreement and to the enforcement or exercise of any rights against the Seller pursuant to this Purchase Agreement by the Transferor, the Depositor and the Trustee. Such enforcement of a right or remedy by the Transferor, the Depositor, the Trustee or the Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Transferor directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by each Seller, the SellerOriginator, the Purchaser, the Trustee Trustee, the Trust Administrator and the NIMs Certificate Insurer. The NIMs Certificate Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party hereto. The obligations of each Seller and the 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 series of Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the related Seller acknowledges and consents the Originator each acknowledge and consent to the assignment by the Purchaser to the Trustee Trust Administrator of all of the Purchaser's rights against each Seller and the Seller Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee Trust Administrator and to the enforcement or exercise of any right or remedy against each Seller or the Seller Originator pursuant to this Agreement by the TrusteeTrust Administrator. Such enforcement of a right or remedy by the Trustee Trust Administrator shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the PurchaserOriginator, the Trustee Purchaser and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof their respective successors and may enforce the terms hereof as if a party heretoassigns. 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 ’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 Class N Interest Rate Cap Agreement for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's ’s rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller 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 Seller, the PurchaserSponsor, the Trustee Purchaser and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party heretoTrustee. The obligations of the Seller and the Sponsor under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser which consent shall be at the Purchaser's ’s sole discretion, except that the Purchaser acknowledges and agrees that the 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 SellerSeller 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 the Purchaser is acquiring the Mortgage Loans and the rights of the Seller under the Servicing Agreements and the Assignment Agreements for the purpose of contributing them to a trust that will issue a Series of the Certificates representing undivided interests in such Mortgage Loans. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's ’s rights against the Seller and the Sponsor pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller and the Sponsor pursuant to this Agreement by the Trustee. Such enforcement of a right or remedy by the Trustee shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. The Seller or the Sponsor, as applicable, shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 7.08 to the Trustee.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Trustee and the NIMs Certificate Insurer. The NIMs 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 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 Subsequent Mortgage Loans for the purpose of contributing them to a trust that will issue a Series of Certificates representing undivided interests in such Subsequent Mortgage Loans. As an inducement to the Purchaser to purchase the Subsequent Mortgage Loans, the Seller acknowledges and consents to the assignment by the Purchaser to the Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Subsequent Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee. 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 PurchaserOriginator, the Trustee Purchaser and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof their respective successors and may enforce the terms hereof as if a party heretoassigns. 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 ’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 Interest Rate Swap Agreement for the purpose of transferring them to the Issuer who will in such Mortgage Loansturn assign these rights to the Indenture Trustee for the benefit of the Noteholders. As an inducement to the Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents the Originator acknowledge and consent to (i) the assignment by the Purchaser to the Trustee Issuer of all of the Purchaser's ’s rights against the Seller and the Originator pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller 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 SellerTransferor, the PurchaserCompany, the Issuer and their respective successors and assigns, the Indenture Trustee and the NIMs Bond 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 Transferor under this Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company, the Issuer and the Bond Insurer, which consent shall be at the PurchaserCompany's, the Issuer's and the Bond Insurer's sole discretion, except that the Purchaser acknowledges and agrees that the 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, as agent of the Transferor, is acquiring the Initial Mortgage Loans solely for the purpose of contributing selling them and assigning all of its rights under this Agreement and under the Home Equity Loan Purchase Agreement to a trust that the Issuer, who will issue a Series in turn pledge the Initial Mortgage Loans and assign all of Certificates representing undivided interests in such Mortgage Loansits rights under this Agreement and the Home Equity Loan Purchase Agreement to the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer. As an inducement to the Purchaser Company to purchase acquire the Initial Mortgage Loans, the Seller Transferor acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller Transferor pursuant to this Agreement and the Home Equity Loan Purchase Agreement as assigned by the TrusteeCompany 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 Indenture Trustee or the Bond Insurer, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company directly. The Bond Insurer and the Indenture Trustee are express third- party beneficiaries to this Agreement.

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

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

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

Successors and Assigns; Assignment of Purchase Agreement. This Purchase Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the PurchaserCompany, the Issuer, the Bond Administrator, the Indenture Trustee and their respective successors and assigns and the NIMs Bond 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 Purchase Agreement cannot be assigned or delegated to a third party without the consent of the Purchaser Company and the Bond Insurer, which consent shall be at the PurchaserCompany's and the Bond Insurer's sole discretion, except that the Purchaser acknowledges and agrees that the 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 the Bondholders and the Bond Insurer and (ii) the Company is acquiring the Subsequent Mortgage Loans for the purpose of selling them to the Issuer, who will in such turn pledge the Subsequent Mortgage LoansLoans to the Indenture Trustee for the benefit of the Bondholders and the Bond Insurer. As an inducement to the Purchaser Company and the Issuer to purchase the Mortgage Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser Company to the Trustee Issuer of all of the PurchaserCompany's rights or remedies against the Seller pursuant to this Purchase Agreement insofar as such rights relate to Mortgage Loans transferred to the Trustee and to the enforcement or exercise of any right or remedy rights against the Seller pursuant to this Purchase Agreement by the Company, the Issuer and the Indenture Trustee, and (iii) the assignment by the Issuer to the Indenture Trustee of all the Issuer's rights and remedies against the Seller and to the enforcement or exercise of any rights against the Seller pursuant to this Purchase Agreement by the Company, the Issuer and the Indenture Trustee. Such enforcement of a right or remedy by the Trustee Company, the Issuer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser Company directly.

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

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser, the Trustee and the NIMs Insurer. The NIMs Insurer shall be a third party beneficiary hereof and may enforce the terms hereof as if a party heretoTrust Administrator. 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 and other assets transferred to the Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Trustee or any party acting on behalf of the Trustee. Such enforcement of a right or remedy by the Trustee or such other party shall have the same force and effect as if the right or remedy had been enforced or exercised by the Purchaser directly. As an inducement to the Seller to sell the Mortgage Loans, the Purchaser agrees to reasonably cooperate with the Seller and its accountants by agreeing to such provisions in the Pooling and Servicing Agreement and in the Cap Contract (to the extent such provisions are commercially reasonable and to the extent such provisions do not cause the Prospectus Supplement, absent an amendment or supplement thereto, to contain an untrue statement of any material fact or an omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading) as may be reasonably required by such accountants as a condition to such accountants' concluding that the aforementioned trust, if beneficial interests therein are to be retained by the Seller or its Affiliates, would be as of the Closing Date a "qualified special purpose entity" within the meaning of the Financial Accounting Standards Board Statement of Financial Accounting Standards No. 140.