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 and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer The Seller shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer Seller receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Except as set forth under Section 13.02 above, this Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without in whole or in part, and with respect to one or more of the prior consent of Mortgage Loans, with written notice to the Seller. If There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns all or this Agreement, and the assignee assumes any of its rights as Purchaser the Purchaser's obligations hereunder, the assignee Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed. The Purchaser will become the "Purchaser" hereunder shall deliver written notice to the extent Seller of any such assignment, provided that at no time shall there be more than fifteen (15) persons having assumption of the status of "Purchaser" hereunder. Any assignment by 's obligations and upon delivery thereof the Purchaser shall be accompanied by relieved from any liability to the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject Seller with respect to any applicable requirements of the Residential Servicing Agreement, the such obligations. The Successor Servicer shall be required to remit all amounts required to be remitted an intended third party beneficiary of this Agreement to the Purchaser hereunder same extent as if it were a party hereto, and shall have the right to said assignee commencing with enforce the first Remittance Date falling after receipt provisions of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Datethis Agreement.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the The Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer Seller receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the The Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer Seller receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser. Subject No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Seller shall be under no obligation to deal with any applicable requirements Person with respect to this agreement or the Mortgage Loans unless the books and records show such Person as the owner of the Residential Servicing Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement may be assigned, pledged or hypothecated and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit G hereto executed by the Purchaser without the prior consent of transferee shall have been delivered to the Seller. If The Purchaser also shall advise the Purchaser assigns all or any Seller of its rights as Purchaser hereunderthe transfer. Upon receipt of notice of the transfer, the assignee Seller shall xxxx its books and records to reflect the ownership of the Mortgage Loans by such assignee, and shall release the previous Purchaser will become the "Purchaser" from its obligations hereunder with respect to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance DateMortgage Loans sold or transferred.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the The Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.provided

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser. Subject No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Seller shall be under no obligation to deal with any applicable requirements person with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the Residential Servicing Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement may be assigned, pledged or hypothecated and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit H hereto executed by the Purchaser without the prior consent of transferee shall have been delivered to the Seller. If The Purchaser also shall advise the Purchaser assigns all or any Seller of its rights as Purchaser hereunderthe transfer. Upon receipt of notice of the transfer, the assignee Seller shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser will become the "Purchaser" from its obligations hereunder with respect to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance DateMortgage Loans sold or transferred.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Except in the case of any merger or consolidation where the Seller is not the surviving entity or sale of substantially all of the assets of the Seller, this Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the prior consent of the Seller. If Subject to Section 12.01, there shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns all or this Agreement, and the assignee assumes any of its rights as Purchaser the Purchaser’s obligations hereunder, the assignee Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by obligations so assumed and the Purchaser shall be accompanied relieved from any liability to the Seller with respect thereto; provided, , that the Purchaser shall retain liability with respect to any breach by the delivery Purchaser of its representations, warranties and execution of an Assignment and Assumption covenants under this Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day date of the month of the related Remittance Datesuch assignment.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser. Subject No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Seller shall be under no obligation to deal with any applicable requirements person with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the Residential Servicing Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement may be assigned, pledged or hypothecated and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit H hereto executed by the Purchaser without the prior consent of transferee shall have been delivered to the Seller. If The Purchaser also shall advise the Purchaser assigns all or any Seller of its rights as Purchaser hereunderthe transfer. Upon receipt of notice of the transfer, the assignee Seller shall mxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser will become the "Purchaser" from its obligations hereunder with respect to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance DateMortgage Loans sold or transferred.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of '"Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the I. The Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer Seller receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the I. The Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer Seller receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the prior consent of the Seller; provided that with respect to each Mortgage Loan Package, Seller shall not be required to recognize more than (a) three transferees of the Purchaser pursuant to Securitization Transfers and (b) one transferee of the Purchaser pursuant to a Whole Loan Transfer. If In the event the Purchaser assigns all or this Agreement, and the assignee assumes any of its rights as Purchaser the Purchaser's obligations hereunder, the assignee Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by obligations so assumed and the Purchaser shall be accompanied by relieved from any liability to the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Seller with respect thereto. The Successor Servicer shall be required to remit all amounts required to be remitted an intended third party beneficiary of this Agreement to the Purchaser hereunder same extent as if it were a party hereto, and shall have the right to said assignee commencing with enforce the first Remittance Date falling after receipt provisions of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Datethis Agreement.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the each Seller and the Purchaser and the respective permitted successors and assigns of the each Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the any Seller to a third party without the prior written consent of the Purchaser. Subject No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the applicable Seller shall be under no obligation to deal with any applicable requirements person with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the Residential Servicing Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the applicable Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent and an original counterpart of the Seller. If the Purchaser assigns all or any instrument of its rights as Purchaser hereunder, the assignee transfer and an assignment and assumption of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption this Agreement (the "Assignment and Assumption Agreement") substantially in the form attached of Exhibit H hereto as Exhibit G. Subject executed by the transferee shall have been delivered to any the applicable requirements Seller. The Purchaser also shall advise the applicable Seller of the Residential Servicing Agreementtransfer. Upon receipt of notice of the transfer, the Servicer applicable Seller shall be required xxxx its books and records to remit all amounts required to be remitted reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser from its obligations hereunder with respect to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance DateMortgage Loans sold or transferred.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the consent of the Purchaser. Subject to any applicable requirements of the Residential Servicing Agreement, this This Agreement may be assigned, pledged or hypothecated by the Purchaser without the prior consent of the Seller. If the Purchaser assigns all or any of its rights as Purchaser hereunder, the assignee of the Purchaser will become the "Purchaser" hereunder to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the The Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer Seller receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance Date.

Successors and Assigns; Assignment of Purchase Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser. Subject The Purchaser may assign all of its rights under this Agreement with respect to any applicable requirements Mortgage Loans to any affiliate of the Residential Servicing Purchaser. No transfer of a Mortgage Loan may be made unless such transfer is in compliance with the terms hereof. For the purposes of this Agreement, the Seller shall be under no obligation to deal with any person as Purchaser with respect to this agreement or the Mortgage Loans unless the books and records show such person as the owner of the Mortgage Loan. The Purchaser may, subject to the terms of this Agreement, sell and transfer one or more of the Mortgage Loans, provided, however, that the transferee will not be deemed to be a Purchaser hereunder binding upon the Seller unless such transferee shall agree in writing to be bound by the terms of this Agreement may be assigned, pledged or hypothecated and an original counterpart of the instrument of transfer and an assignment and assumption of this Agreement in the form of Exhibit H hereto executed by the Purchaser without the prior consent of transferee shall have been delivered to the Seller. If The Purchaser also shall advise the Purchaser assigns all or any Seller of its rights as Purchaser hereunderthe transfer. Upon receipt of notice of the transfer, the assignee Seller shall xxxx its books and records to reflect the ownership of the Mortgage Loans of such assignee, and shall release the previous Purchaser will become the "Purchaser" from its obligations hereunder with respect to the extent of such assignment, provided that at no time shall there be more than fifteen (15) persons having the status of "Purchaser" hereunder. Any assignment by the Purchaser shall be accompanied by the delivery and execution of an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") substantially in the form attached hereto as Exhibit G. Subject to any applicable requirements of the Residential Servicing Agreement, the Servicer shall be required to remit all amounts required to be remitted to the Purchaser hereunder to said assignee commencing with the first Remittance Date falling after receipt of said copy of the related Assignment and Assumption Agreement provided that the Servicer receives said copy no later than three (3) Business Days immediately prior to the first day of the month of the related Remittance DateMortgage Loans sold or transferred.