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

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Loans. As an inducement to the Purchaser to purchase the Home Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Credit Enhancer Purchaser acknowledges and the Purchaser acknowledge and agree agrees that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Loans. As an inducement to the Purchaser to purchase the Home Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Equity Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Equity Loans. As an inducement to the Purchaser to purchase the Home Equity Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Equity Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the IndentureSeller. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party; provided that such resulting Person is of reasonably equivalent capitalization. The parties hereto acknowledge that the Purchaser is acquiring the Home Equity Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Equity Loans. As an inducement to the Purchaser to purchase the Home Equity Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Equity Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee and/or the Credit Enhancer of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Designated Seller, Purchaser and their respective successors and assigns. The obligations of the Designated Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Designated Seller may assign its obligations hereunder to any Affiliate of the Designated Seller, to any Person succeeding to the business of the Designated Seller, to any Person into which the Designated Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Designated Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Revolving Credit Loans for the purpose of contributing them to the Issuer. Pursuant [NY01:240674.6] 16069-00382 12/19/96 11:18pm 1996-RHS4 LLC who will in turn transfer the Class A Ownership Interest in the 1996-RHS4 LLC to the terms of the an Trust Agreement, the Issuer that will issue Certificates representing interests in and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Loanssuch Class A Ownership Interest. As an inducement to the Purchaser to purchase the Home Revolving Credit Loans, the Designated Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer 1996-RHS4 LLC of all of the Purchaser's rights against the Designated Seller pursuant to this Agreement insofar as such rights relate to Home Revolving Credit Loans transferred to the Issuer 1996-RHS4 LLC and to the enforcement or exercise of any right or remedy against the Designated Seller pursuant to this Agreement by the Issuer1996-RHS4 LLC, (ii) the enforcement or exercise of any right or remedy against the Designated Seller pursuant to this Agreement by or on behalf of the Issuer as Managing Member and holder of the Class A Ownership Interest and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Designated Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by the 1996-RHS4 LLC, 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Mortgage Loans for the purpose of contributing transferring them to the Issuer. Pursuant Depositor, who will in turn transfer the Mortgage Loans to the terms of the Trust AgreementIssuer, the Issuer which will issue Certificates representing interests in and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home such Mortgage Loans. As an inducement to the Purchaser to purchase the Home Mortgage Loans, the Seller acknowledges and consents to (i) (a) the assignment by the Purchaser to the Issuer Depositor of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Mortgage Loans transferred to the Depositor and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Depositor and (b) the assignment by the Depositor to the Issuer of all the Depositor's rights against the Seller pursuant to the Transfer Agreement, insofar as such rights relate to Mortgage Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Credit Enhancer Purchaser acknowledges and the Purchaser acknowledge and agree agrees that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans for the purpose of contributing transferring them to the Issuer. Pursuant Grantor Trust in exchange for the Grantor Trust Certificate which will be backed by the Home Loans, and then transferring the Grantor Trust Certificate to the terms of the Trust AgreementIssuer, the Issuer which will issue a Certificate representing interests in and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home LoansGrantor Trust Certificate. As an inducement to the Purchaser to purchase the Home Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer Grantor Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Loans transferred to the Issuer Grantor Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, Grantor Trustee and (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the IssuerGrantor Trustee's pledge assignment of its interest in this Agreement to the Indenture Trustee Issuer and the enforcement by the Indenture Trustee (as pledgee of the Grantor Trust Certificate) or the Issuer (or the Owner Trustee on behalf of the Issuer or the Certificateholder) of any such right or remedy against the Seller following an Event of Default under the IndentureSeller. Such enforcement of a right or remedy by the Issuer or Grantor Trustee, the Indenture Trustee, the Issuer or the Owner 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 this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Revolving Credit Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Revolving Credit Loans. As an inducement to the Purchaser to purchase the Home Revolving Credit Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Revolving Credit Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Credit Enhancer Purchaser acknowledges and the Purchaser acknowledge and agree agrees that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans for the purpose of contributing transferring them to the Issuer. Pursuant Grantor Trust in exchange for the Grantor Trust Certificate which will be backed by the Home Loans, and then transferring the Grantor Trust Certificate to the terms of the Trust AgreementIssuer, the Issuer which will issue a Certificate representing interests in and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home LoansGrantor Trust Certificate. As an inducement to the Purchaser to purchase the Home Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer Grantor Trustee of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Loans transferred to the Issuer Grantor Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer Grantor Trustee and (iii) the IssuerGrantor Trustee's pledge of its interest in this Agreement to the Indenture Trustee Issuer and the enforcement by the Indenture Trustee (as pledgee of the Grantor Trust Certificate) or the Issuer (or the Owner Trustee on behalf of the Issuer or the Certificateholder) of any such right or remedy against the Seller following an Event of Default under the IndentureSeller. Such enforcement of a right or remedy by the Issuer or Grantor Trustee, the Indenture Trustee, the Issuer or the Owner 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 this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's ’s and the Purchaser's ’s sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party; provided that such resulting Person is of reasonably equivalent capitalization. The parties hereto acknowledge that the Purchaser is acquiring the Home Equity Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Equity Loans. As an inducement to the Purchaser to purchase the Home Equity Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's ’s rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Equity Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's ’s pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee and/or the Credit Enhancer of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, the Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Credit Enhancer Purchaser acknowledges and the Purchaser acknowledge and agree agrees that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party, provided, however, such assignment shall not result in a downgrade of the Securities or B-2 Notes. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans for the purpose of contributing transferring them to the Issuer. Pursuant Grantor Trust in exchange for the Grantor Trust Certificate which will be backed by the Home Loans, and then transferring the Grantor Trust Certificate to the terms of the Trust AgreementIssuer, the Issuer which will issue Certificates representing interests in and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home LoansGrantor Trust Certificate. As an inducement to the Purchaser to purchase the Home Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer Grantor Trustee of all of the Purchaser's rights and remedies against the Seller pursuant to this Agreement Agreement, insofar as such rights relate to Home Loans transferred to the Issuer Grantor Trustee and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the IssuerGrantor Trustee, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer Grantor Trustee and (iii) the IssuerGrantor Trustee's pledge of its interest in this Agreement to the Indenture Trustee Issuer and the enforcement by the Indenture Trustee (as pledgee of the Grantor Trust Certificate) or the Issuer (or the Owner Trustee on behalf of the Issuer or the Certificateholders) of any such right or remedy against the Seller following an Event of Default under the IndentureSeller. Such enforcement of a right or remedy by the Grantor Trustee, the Indenture Trustee, the Issuer or the Indenture Owner 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 this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Revolving Credit Loans for the purpose of contributing transferring them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer which will issue Certificates representing interests in and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home such Revolving Credit Loans. As an inducement to the Purchaser to purchase the Home Revolving Credit Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Revolving Credit Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this [NY01B:316133.4] 16069-00394 03/26/97 9:01pm Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Revolving Credit Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Revolving Credit Loans. As an inducement to the Purchaser to purchase the Home Revolving Credit Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Revolving Credit Loans transferred to the Issuer and to the enforcement or exercise of any right or [TPW: NY01:631055.6] 16069-00438 02/04/98 11:01AM remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. [The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party]. The parties hereto acknowledge that the Purchaser is acquiring the Home Loans [Contracts] [Mortgage Loans] for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Loans. As an inducement to the Purchaser to purchase the Home [Contracts] [Mortgage Loans], the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Loans [Contracts] [Mortgage Loans] transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, [(ii) the assignment by the Purchaser to the [Owner] Trustee of all of the Trust's rights against the Seller pursuant to this Agreement and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture [Owner] Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.and

Successors and Assigns; Assignment of this Agreement. This Agreement shall bind and inure to the benefit of and be enforceable by the Seller, Purchaser and their respective successors and assigns. The obligations of the Seller under this Agreement cannot be assigned or delegated to a third party without the consent of the Credit Enhancer (so long as no Credit Enhancer Default has occurred and is continuing) and the Purchaser, which consent shall be at the Credit Enhancer's and the Purchaser's sole discretion, except that the Purchaser and the Credit Enhancer and the Purchaser acknowledge and agree that the Seller may assign its obligations hereunder to any Affiliate of the Seller, to any Person succeeding to the business of the Seller, to any Person into which the Seller is merged and to any Person resulting from any merger, conversion or consolidation to which the Seller is a party. The parties hereto acknowledge that the Purchaser is acquiring the Home Equity Loans for the purpose of contributing them to the Issuer. Pursuant to the terms of the Trust Agreement, the Issuer will issue and transfer to or at the direction of the Purchaser, the Certificates and pursuant to the terms of the Indenture, the Issuer will issue and transfer to or at the direction of the Purchaser, the Notes secured by the Home Equity Loans. As an inducement to the Purchaser to purchase the Home Equity Loans, the Seller acknowledges and consents to (i) the assignment by the Purchaser to the Issuer of all of the Purchaser's rights against the Seller pursuant to this Agreement insofar as such rights relate to Home Equity Loans transferred to the Issuer and to the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by the Issuer, (ii) the enforcement or exercise of any right or remedy against the Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and the enforcement by the Indenture Trustee of any such right or remedy against the Seller following an Event of Default under the Indenture. Such enforcement of a right or remedy by 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 directly.