Common use of Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer Clause in Contracts

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer. Any corporation into which the RMBS Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the RMBS Master Servicer shall be a party, or any corporation succeeding to the business of the RMBS Master Servicer, shall be the successor of the RMBS Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the RMBS Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The RMBS Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Company, 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 RMBS Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency's rating of the applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer. Any corporation into which the RMBS Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the RMBS Master Servicer shall be a party, or any corporation succeeding to the business of the RMBS Master Servicer, shall be the successor of the RMBS Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the RMBS Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The RMBS Master Servicer Xxx RXXX Masxxx Xxxvicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, shall haxx x xet worth xx xxx less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion)Depositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the CompanyDepositor, 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 RMBS Master Servicer under this Master Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency's rating of the applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating AgencyAgency addressed and delivered to the Indenture Trustee) or considered to be below investment grade.

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer. Any corporation into which the RMBS Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the RMBS Master Servicer shall be a party, or any corporation succeeding to the business of the RMBS Master Servicer, shall be the successor of the RMBS Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the RMBS Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The RMBS Master Servicer may assign its rights and delegate its duties and obligations under this RMBS Master Servicing Agreement; provided, that the Person accepting such assignment or delegation (which may include Bank of America, N.A. or any affiliate of Bank of America, N.A.) shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, shall have a net worth of not less than $10,000,000, and (except in the case of Bank of America, N.A. or any affiliate of Bank of America, N.A.) is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion)Depositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the CompanyDepositor, 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 RMBS Master Servicer under this RMBS Master Servicing Agreement; provided, further, that each Rating Agency's ’s rating of the applicable Notes Grantor Trust Certificates in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer. Any corporation into which the RMBS Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the RMBS Master Servicer shall be a party, or any corporation succeeding to the business of the RMBS Master Servicer, shall be the successor of the RMBS Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the RMBS Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The RMBS Master Xxx RMBX Xxxxxr Servicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, shaxx xxxe a net xxxxx xf not less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion)Depositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the CompanyDepositor, 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 RMBS Master Servicer under this Master Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency's rating of the applicable Notes Notes, without regard to the Note Insurance Policy, in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating AgencyAgency addressed and delivered to the Indenture Trustee) or considered to be below investment grade.

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer. Any corporation into which the RMBS Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the RMBS Master Servicer shall be a party, or any corporation succeeding to the business of the RMBS Master Servicer, shall be the successor of the RMBS Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the RMBS Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac. The RMBS Master Servicer may assign its rights and delegate its duties and obligations under this RMBS Master Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac, shall have a net worth of not less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion)Depositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the CompanyDepositor, 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 RMBS Master Servicer under this RMBS Master Servicing Agreement; provided, further, that each Rating Agency's ’s rating of the applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating AgencyAgency addressed and delivered to the Indenture Trustee) or considered to be below investment grade.

Merger or Consolidation of or Assumption of the Obligations of the RMBS Master Servicer. Any corporation into which the RMBS Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the RMBS Master Servicer shall be a party, or any corporation succeeding to the business of the RMBS Master Servicer, shall be the successor of the RMBS Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person to the RMBS Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac. The RMBS Master Servicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; provided, that the Person accepting such assignment or delegation (which may include Bank of America, N.A. or any affiliate of Bank of America, N.A.) shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac, shall have a net worth of not less than $10,000,000, and (except in the case of Bank of America, N.A. or any affiliate of Bank of America, N.A.) is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion)Depositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the CompanyDepositor, 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 RMBS Master Servicer under this Master Servicing Agreement; provided, further, that each Rating Agency's rating of the applicable Notes Grantor Trust Certificates in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.