Common use of Assignment by Servicer Clause in Contracts

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of each of the Insurer and the LOC Provider (provided that if an Insurer Default or LOC Default, as applicable, has occurred and is continuing, no consent of the Insurer or the LOC Provider, as applicable, needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the -------- Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of ------- -------- the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Certificate Insurer (provided that if an a Certificate Insurer Default has occurred and is continuing, no consent of the Certificate Insurer needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this AgreementAgreement to another Person; provided that the such Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates (without taking into account the Policy) in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Insurer LOC Providers (provided that if an Insurer LOC Default has occurred and is continuingcontinuing with respect to an LOC Provider, no such consent of the Insurer needs to be obtainedobtained from such LOC Provider), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's ------- -------- rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any CertificateholderPurchaser, the Servicer may, with the consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person shall execute and -------- deliver to the Indenture -------- Trustee and the Purchaser an agreement, in form and substance reasonably satisfactory to the TrusteeIndenture Trustee and the Purchaser, 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates ------- -------- Notes in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Controlling Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer Insurers needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this AgreementAgreement to another Person; provided that the such Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this AgreementAgreement to another Person; provided that the such Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the The Servicer may, with the prior written consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained)Contract Seller, which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided PROVIDED that the Person accepting such assignment or delegation shall be a Person which is satisfactory to the Trustee and the Contract Seller, in their respective sole judgment, shall be willing to service the Contracts, and shall execute and -------- deliver to the Contract Seller and the Trustee an agreement, in form and substance reasonably satisfactory to the Contract Seller and 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 the Servicer under this Agreement; and further provided ------- -------- FURTHER PROVIDED that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in delegationthe next preceding sentence.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Insurer LOC Provider (provided that if an Insurer LOC Default has occurred and is continuing, no such consent of the Insurer needs to be obtainedobtained from the LOC Provider), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person shall -------- execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the ------- -------- Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement Agreement, without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of each of the Insurer and the Swap Counterparty (provided that if an Insurer Default or Swap Default, as applicable, has occurred and is continuing, no consent of the Insurer or the Swap Counterparty, as applicable, needs to be obtained), which consent of the Swap Counterparty shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this AgreementAgreement to another Person; provided that the such Person shall execute and deliver -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided that each ------- -------- that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained), which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the Servicer may, with the consent of each of the Insurer and the Swap Counterparty (provided that if an Insurer Default or Swap Default, as applicable, has occurred and is continuing, no consent of the Insurer or the Swap Counterparty, as applicable, needs to be obtained), which consent of the Swap Counterparty shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person shall execute and -------- deliver to the Trustee 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's ------- -------- rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in such delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement (i) without the consent of the Trustee or any Certificateholder, the Servicer may, with the prior written consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained)Contract Sellers, which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement, including, but not limited to, a purchaser of BAFSB's Bank America Housing Services division from BAFSB by a third party; provided that the -------- Person accepting such assignment or delegation shall be a Person which is satisfactory to the Contract Sellers, in their respective sole judgment, shall be willing to service the Contracts, and shall execute and -------- deliver to the Contract Sellers and the Trustee an agreement, in form and substance reasonably satisfactory to the TrusteeContract Sellers, 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any Class of the ------- -------- Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and in delegation.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the The Servicer may, with the prior written consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained)Contract Seller, which consent shall not be unreasonably withheld, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person -------- accepting such assignment or delegation shall be a Person which is satisfactory to the Trustee and the Contract Seller, in their respective sole judgment, shall be willing to service the Contracts, and shall execute and -------- deliver to the Contract Seller and the Trustee an agreement, in form and substance reasonably satisfactory to the Contract Seller and 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 the Servicer under this Agreement; and further provided ------- -------- that each Rating Agency's rating of any ------- -------- Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in delegationthe next preceding sentence.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the The Servicer may, with the prior ---------------------- written consent of the Insurer (provided that if an Insurer Default has occurred and is continuing, no consent of the Insurer needs to be obtained), which consent shall not be unreasonably withheldCompany, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such -------- assignment or delegation shall execute be a Person which is satisfactory to the Trustee, in its sole judgment, and -------- deliver executes and delivers to the Company and the Trustee an agreement, in form and substance reasonably satisfactory to the Company and 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 the Servicer under this Agreement; and provided -------- further provided ------- -------- that each the Rating Agency's Agencies' rating of any the Class of the A Certificates, Class ------- M-1 Certificates and Class B Certificates in effect immediately prior to such assignment and delegation will not be withdrawn or reduced as a result of such assignment and delegation, as evidenced by a letter from each the Rating AgencyAgencies. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in delegationthe next preceding sentence.

Assignment by Servicer. Notwithstanding any provision to the contrary in this Agreement without the consent of the Trustee or any Certificateholder, the The Servicer may, with the prior written consent of the Insurer (provided that if an Insurer Default has occurred Depositor and is continuing, no consent of the Insurer needs notice to be obtained), which consent shall not be unreasonably withheldeach Rating Agency, assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall execute be a Person which is satisfactory to the Trustee and -------- deliver the Depositor, in their sole and reasonable judgment, such Person is willing to service the Contracts and such Person executes and delivers to the Depositor and the Trustee an agreement, in form and substance reasonably satisfactory to the Depositor and 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 the Servicer under this Agreement; and provided further provided ------- -------- that each Rating Agency's rating of any Class of the Certificates in effect immediately prior to such assignment and delegation will not be withdrawn cause any Rating Agency to qualify, downgrade or reduced as a result withdraw its then-current rating of such assignment and delegationany Rated Certificates, as evidenced by a letter from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall be released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in delegationthe next preceding sentence.