Common use of MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE Clause in Contracts

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, the successor of the 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. The Master Servicer may fully assign all of 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 reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Note Insurer, the Indenture Trustee and the Issuer, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency).

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of 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 FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably reason ably satisfactory to the Note Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of 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 reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Home Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion), is willing to service the Mortgage Home Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably satisfactory to the Note Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of 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 FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably reason ably satisfactory to the Note Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be Bonds in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of 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 FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion)) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably satisfactory to the Note Bond Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be Bonds in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 without taking into account the Bond Insurance Policy.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of its rights and delegate its duties and obligations under this Servicing Agreement; PROVIDED, PROVIDED that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) Collateral), the Depositor and the Company and satisfactory to the Note Insurer (in its sole discretion)Credit Enhancer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Depositor an agreement, in form and substance reasonably satisfactory to the Note InsurerCredit Enhancer, the Indenture Trustee and the IssuerDepositor, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, PROVIDED further that each Rating Agency's rating of the Notes that would be Securities in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 without taking into account the Credit Enhancement Instrument.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of 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 FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and ), the Company and satisfactory to the Note Bond Insurer (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably satisfactory to the Note Bond Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be Bonds in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 without taking into account the Bond Insurance Policy.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The Master Servicer may fully assign all of 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 FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion)) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably satisfactory to the Note Bond Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be Bonds in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 without taking into account the Bond Insurance Policies.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, be the successor of the 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. The ; provided, however, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Fannie Mae or Freddie Mac. Xxx Mxxxer Sxxxxxxx may fully assign all of 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 reasonably satisfactory qualified to service mortgage loans on behalf of Fannie Mae or Freddie Mac, is reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion)) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer Company an agreement, in form and substance reasonably satisfactory to the Note Bond Insurer, the Indenture Trustee and the IssuerCompany, 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 Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be Bonds in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would 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 without taking into account the Bond Insurance Policy.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICERBANK. Any corporation Person (a) into which the Master Servicer Bank may be merged or converted or with which it may be consolidated, or any corporation resulting (b) which may result from any merger, conversion merger or consolidation to which the Master Servicer Bank shall be a party, party or any corporation succeeding (c) which may succeed to the business properties and assets of the Master ServicerBank, substantially as a whole, shall be, with the consent of the Note Insurer, be the successor of to the Master Servicer, hereunder, Bank without the execution or filing of any paper document or any further act on the part of by any of the parties hereto, anything herein to the contrary notwithstanding. The Master Servicer may fully assign all of its rights and delegate its duties and obligations under this Servicing Agreement; PROVIDED, HOWEVER, that the Person accepting such assignment or delegation shall be a Person which is reasonably satisfactory to the Indenture Trustee (as pledgee Bank hereby covenants that it will not consummate any of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Note Insurer, the Indenture Trustee and the Issuer, which contains an assumption by such Person foregoing transactions except upon satisfaction of the due and punctual performance and observance following: (i) the surviving Servicer if other than the Bank executes an agreement of each covenant and condition assumption to be performed or observed by perform every obligation of the Master Servicer under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 8.1 shall have been breached and no Event of Servicing Agreement; PROVIDEDTermination, FURTHERand no event that, after notice or lapse of time, or both, would become an Event of Servicing Termination shall have occurred and be continuing, (iii) the Bank shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that each such consolidation, merger or succession and such agreement of assumption, if any, comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency's rating Agency Condition shall have been satisfied with respect to such transaction, (iv) the surviving Servicer shall have a consolidated net worth at least equal to that of the Notes that would be predecessor Servicer, and (v) such transaction will not result in effect immediately prior a material adverse federal or state tax consequence to such assignment and delegation, without taking into account the Note Insurance Policy, would not be qualified, reduced, Trust or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency)the Certificateholders.