Common use of Assignment by Backup Servicer and Servicing Administrator Clause in Contracts

Assignment by Backup Servicer and Servicing Administrator. The Backup Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Backup Servicer under this Agreement; provided, however, that: (i) the purchaser or transferee accept in writing such assignment and delegation and assume the obligations of the Backup Servicer hereunder and (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac or a Person who has an Affiliate who is so xxxxxxixx; (b) xxxxx have a net worth of not less than $15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Depositor, the Certificate Insurer and the Trustee; and (d) shall execute and deliver to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as Backup Servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Backup Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Backup Servicer and the Trustee; and (iii) the Backup Servicer assigning and selling the backup servicing shall deliver to the Trustee an officer's certificate and an Independent opinion of counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Backup Servicer arising out of acts or omissions prior to the effective date thereof. The Servicing Administrator may sell and assign its rights and delegate its duties and obligations in its entirety as Servicing Administrator under this Agreement; provided, however, that: (i) any purchaser or transferee must accept in writing such assignment and delegation and assume the obligations of the Servicing Administrator hereunder and shall (a) be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac or a Person who has an Affiliate who is quaxxxxxx; (b) haxx x xxt worth of not less than $15,000,000 (unless otherwise approved by the Rating Agencies pursuant to clause (ii) below); (c) be reasonably satisfactory to the Trustee, the Depositor and the Certificate Insurer; and (d) execute and deliver to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as Servicing Administrator under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) the Rating Agencies shall be given prior written notice of the identity of the proposed successor to the Servicing Administrator and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicing Administrator and the Trustee; and (iii) the Servicing Administrator assigning and selling the master servicing shall deliver to the Trustee an officer's certificate and an Independent opinion of counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Servicing Administrator arising out of acts or omissions prior to the effective date thereof.

Assignment by Backup Servicer and Servicing Administrator. The Backup Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Backup Servicer under this Agreement; provided, however, that: (i) the purchaser or transferee accept in writing such assignment and delegation and assume the obligations of the Backup Servicer hereunder and (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae Xxxxxx Xxx or Freddie Xxxxxxx Mac or a Person who has an Affiliate who is so xxxxxxixxqualified; (b) xxxxx shall have a net worth of not less than $15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Depositor, the Certificate Insurer Depositor and the Trustee; and (d) shall execute and deliver to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as Backup Servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Backup Servicer and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Backup Servicer and the Trustee; and (iii) the Backup Servicer assigning and selling the backup servicing shall deliver to the Trustee an officer's ’s certificate and an Independent opinion of counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Backup Servicer arising out of acts or omissions prior to the effective date thereof. The Servicing Administrator may sell and assign its rights and delegate its duties and obligations in its entirety as Servicing Administrator under this Agreement; provided, however, that: (i) any purchaser or transferee must accept in writing such assignment and delegation and assume the obligations of the Servicing Administrator hereunder and shall (a) be a Person which shall be qualified to service mortgage loans for Fannie Xxxxxx Mae or Freddie Xxxxxxx Mac or a Person who has an Affiliate who is quaxxxxxxqualified; (b) haxx x xxt have a net worth of not less than $15,000,000 (unless otherwise approved by the Rating Agencies pursuant to clause (ii) below); (c) be reasonably satisfactory to the Trustee, the Depositor Trustee and the Certificate InsurerDepositor; and (d) execute and deliver to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as Servicing Administrator under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) the Rating Agencies shall be given prior written notice of the identity of the proposed successor to the Servicing Administrator and each Rating Agency's ’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicing Administrator and the Trustee; and (iii) the Servicing Administrator assigning and selling the master servicing shall deliver to the Trustee an officer's ’s certificate and an Independent opinion of counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Servicing Administrator arising out of acts or omissions prior to the effective date thereof.

Assignment by Backup Servicer and Servicing Administrator. The Backup Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Backup Servicer under this Agreement; provided, however, that: (i) the purchaser or transferee accept in writing such assignment and delegation and assume the obligations of the Backup Servicer hereunder and (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac or a Person who has an Affiliate who is so xxxxxxixx; (b) xxxxx have a net worth of not less than $15,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Depositor, the Certificate Insurer Depositor and the Trustee; and (d) shall execute and deliver to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as Backup Servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Backup Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Backup Servicer and the Trustee; and (iii) the Backup Servicer assigning and selling the backup servicing shall deliver to the Trustee an officer's certificate and an Independent opinion of counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Backup Servicer arising out of acts or omissions prior to the effective date thereof. The Servicing Administrator may sell and assign its rights and delegate its duties and obligations in its entirety as Servicing Administrator under this Agreement; provided, however, that: (i) any purchaser or transferee must accept in writing such assignment and delegation and assume the obligations of the Servicing Administrator hereunder and shall (a) be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddie Mac or a Person who has an Affiliate who is quaxxxxxx; (b) haxx x xxt worth of not less than $15,000,000 (unless otherwise approved by the Rating Agencies pursuant to clause (ii) below); (c) be reasonably satisfactory to the Trustee, the Depositor Trustee and the Certificate InsurerDepositor; and (d) execute and deliver to the Trustee and the Certificate Insurer an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as Servicing Administrator under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) the Rating Agencies shall be given prior written notice of the identity of the proposed successor to the Servicing Administrator and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Servicing Administrator and the Trustee; and (iii) the Servicing Administrator assigning and selling the master servicing shall deliver to the Trustee an officer's certificate and an Independent opinion of counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement. No such assignment or delegation shall affect any liability of the Servicing Administrator arising out of acts or omissions prior to the effective date thereof.