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

Merger or Consolidation of or Assumption of the Obligations of the RMBS Servicer. Any corporation into which the RMBS 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 Servicer shall be a party, or any corporation succeeding to the business of the RMBS Servicer, shall be the successor of the RMBS 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 Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. The RMBX Xxxxxcer may assign its rights and delegate its duties and obligations under this RMBS 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 Fannie Mae or Freddie Mac, is xxxxxxably satxxxxxxxry to the RMBS Master Servicer, is willing to service the Mortgage Loans and executes and delivers to the RMBS Master Servicer, the Issuer and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the RMBS Master Servicer, 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 Servicer under this RMBS Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the applicable 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Note Insurance Policy, in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

Merger or Consolidation of or Assumption of the Obligations of the RMBS Servicer. Any corporation into which the RMBS 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 Servicer shall be a party, or any corporation succeeding to the business of the RMBS Servicer, shall be the successor of the RMBS 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 Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae Fxxxxx Mxx or Freddie Fxxxxxx Mac. The RMBX Xxxxxcer RMBS Servicer may assign its rights and delegate its duties and obligations under this RMBS Servicing Agreement; PROVIDEDprovided, 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 Fannie Fxxxxx Mae or Freddie Fxxxxxx Mac, and (except in the case of Bank of America, N.A. or any affiliate of Bank of America, N.A.) is xxxxxxably satxxxxxxxry reasonably satisfactory to the RMBS Master Servicer, is willing to service the Mortgage Loans and executes and delivers to the RMBS Master Servicer, the Issuer and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the RMBS Master Servicer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed perfo rmed or observed by the RMBS Servicer under this RMBS Servicing Agreement; PROVIDEDprovided, FURTHERfurther, that each Rating Agency's ’s rating of the applicable Notes, without regard to the Note Insurance Policy, 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 Servicer. Any corporation into which the RMBS 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 Servicer shall be a party, or any corporation succeeding to the business of the RMBS Servicer, shall be the successor of the RMBS 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 Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. The RMBX Xxxxxcer Xxx XXXS Sexxxxxx may assign its rights and delegate its duties and obligations under this RMBS 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 Fannie Mae or Freddie Mac, is xxxxxxably satxxxxxxxry to reasxxxxxx satisfaxxxxx xo the RMBS Master Servicer, is willing to service the Mortgage Loans and executes and delivers to the RMBS Master Servicer, the Issuer and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the RMBS Master Servicer, 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 Servicer under this RMBS Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the applicable Notes, without regard to the Note Insurance Policy, 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 Servicer. Any corporation into which the RMBS 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 Servicer shall be a party, or any corporation succeeding to the business of the RMBS Servicer, shall be the successor of the RMBS 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 Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae Fxxxxx Mxx or Freddie Fxxxxxx Mac. The RMBX Xxxxxcer RMBS Servicer may assign its rights and delegate its duties and obligations under this RMBS Servicing Agreement; PROVIDEDprovided, 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 Fannie Fxxxxx Mae or Freddie Fxxxxxx Mac, and (except in the case of Bank of America, N.A. or an affiliate of Bank of America, N.A.) is xxxxxxably satxxxxxxxry reasonably satisfactory to the RMBS Master Servicer, is willing to service the Mortgage Loans and executes and delivers to the RMBS Master Servicer, the Issuer and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the RMBS Master Servicer, 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 Servicer under this RMBS Servicing Agreement; PROVIDEDprovided, FURTHERfurther, that each Rating Agency's ’s rating of the applicable Notes, without regard to the Note Insurance Policy, 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 Servicer. Any corporation into which the RMBS 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 Servicer shall be a party, or any corporation succeeding to the business of the RMBS Servicer, shall be the successor of the RMBS 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 Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae Fxxxxx Mxx or Freddie Fxxxxxx Mac. The RMBX Xxxxxcer RMBS Servicer may assign its rights and delegate its duties and obligations under this RMBS Servicing Agreement; PROVIDEDprovided, 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 Fannie Fxxxxx Mae or Freddie Fxxxxxx Mac, and (except in the case of Bank of America, N.A. or an affiliate of Bank of America, N.A.) is xxxxxxably satxxxxxxxry reasonably satisfactory to the RMBS Master Servicer, is willing to service the Mortgage Loans and executes and delivers to the RMBS Master Servicer, the Issuer Issuing Entity and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the RMBS Master Servicer, 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 Servicer under this RMBS Servicing Agreement; PROVIDEDprovided, FURTHERfurther, that each Rating Agency's ’s rating of the applicable Notes, without regard to the Note Insurance Policy, 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.