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assignment and delegation, without taking into account the Note Insurance Policy, would not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency).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 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, 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, 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 OFObligations of, THE MASTER SERVICERSeller. Any corporation ---------------------- (a) Seller shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Master Servicer may be Seller is merged or converted the Person which acquires by conveyance or with which it may be consolidatedtransfer the properties and assets of Seller substantially as an entirety shall be, if Seller is not the surviving entity, organized and existing under the laws of the United States of America or any corporation resulting from any mergerState or the District of Columbia, conversion or consolidation to which the Master Servicer and shall be a partynational banking association, federal savings association, state banking corporation or any corporation succeeding state savings association which is not subject to the business bankruptcy laws of the Master ServicerUnited States of America and shall expressly assume, 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 by an agreement supplemental hereto, anything herein executed and delivered to the contrary notwithstanding. The Master Servicer may fully assign all of its rights and delegate its duties and obligations under this Servicing Agreement; PROVIDEDTrustee, that the Person accepting such assignment or delegation shall be a Person which is reasonably in form satisfactory to the Indenture Trustee, the performance of every covenant and obligation of Seller, as applicable hereunder, and shall benefit from all the rights granted to Seller, as applicable hereunder. To the extent that any right, covenant or obligation of Seller, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 ----------- to a successor entity, Section 9.2 shall be applied by reference to ----------- events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as such be set forth in the Officer's Certificate described in subsection 7.2(a)(ii); --------------------- (ii) Seller shall have delivered to the Trustee (as pledgee an Officer's Certificate of Seller and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.2 and that all ----------- conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the Mortgage LoansOpinion of Counsel, that such supplemental agreement is legal, valid and binding with respect to Seller; and (iii) and the Company and satisfactory Seller shall have delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer. (b) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the Note Insurer (obligations of Seller hereunder except for mergers, consolidations, assumptions or transfers in its sole discretion), is willing to service accordance with 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 provisions 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)foregoing paragraph.

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 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.