Common use of Merger or Consolidation of the Depositor or the Master Servicer Clause in Contracts

Merger or Consolidation of the Depositor or the Master Servicer. Subject to the following paragraph (a) the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor or Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or Master Servicer, shall be the successor of the Depositor or 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, (a) in the case of the Master Servicer, any such successor or resulting Person shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for Fannie Mae or Freddie Mac and (b) the Master Servicer and such succesxxx xx xxxvivixx Xxxxon shall notify the Depositor and the Trustee of any such merger, conversion or consolidation at least two Business Days prior to the effective date thereof (unless giving such prior notice would be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidation).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to The Depositor and the following paragraph (a) the Depositor Master Servicer will each keep in full effect its existence, rights and franchises as a corporation separate entity under the laws of the jurisdiction of governing its incorporationorganization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Any Person into which the Depositor or the Master Servicer may be merged or consolidated with or into any Personconsolidated, or transfer all or substantially all of its assets to any Person, in which case any Person corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, that (a) in the case of successor or surviving Person to the Master Servicer, any such successor or resulting Person Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for Fannie Mae on behalf of Xxxxxx Xxx or Freddie Xxxxxxx Mac and (b) the Master Servicer and such succesxxx xx xxxvivixx Xxxxon successor or surviving Person shall notify the Depositor Securities Administrator and the Trustee Depositor of any such merger, conversion or consolidation at least two Business Days prior to the effective date thereof (unless giving and shall provide the Securities Administrator and the Depositor with all information required by the Securities Administrator to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such prior notice would be prohibited by applicable law) or by a confidentiality agreementmerger, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger conversion or consolidation. In connection with the succession to the Master Servicer under this Agreement by any Person (i) into which the Master Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Master Servicer shall notify the Depositor of such succession or appointment and shall furnish to the Depositor and the Securities Administrator in writing and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator, all information reasonably necessary for the Securities Administrator to accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to The Depositor and the following paragraph (a) the Depositor Master Servicer will each keep in full effect its existence, rights and franchises as a corporation separate entity under the laws of the jurisdiction of governing its incorporationorganization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Any Person into which the Depositor or the Master Servicer may be merged or consolidated with or into any Personconsolidated, or transfer all or substantially all of its assets to any Person, in which case any Person corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, (a) in that the case of successor or surviving Person to the Master Servicer, any such successor or resulting Person Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for Fannie Mae on behalf of Xxxxxx Xxx or Freddie Mac and (b) Xxxxxxx Mac. In connection with the succession to the Master Servicer and such succesxxx xx xxxvivixx Xxxxon under this Agreement by any Person (i) into which the Master Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Master Servicer shall notify the Depositor and the Trustee Securities Administrator of any such merger, conversion merger or consolidation at least two (2) Business Days prior to the effective date thereof effect of such succession or appointment and shall furnish to the Depositor and the Securities Administrator in writing and in form and substance reasonably satisfactory to the Depositor and the Securities Administrator, all information reasonably necessary for the Securities Administrator to accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (unless giving if such prior notice would reports under the Exchange Act are required to be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidationfiled under the Exchange Act).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to The Depositor and the following paragraph (a) the Depositor Master Servicer will each keep in full effect its existence, rights and franchises as a corporation separate entity under the laws of the jurisdiction of governing its incorporationorganization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Any Person into which the Depositor or the Master Servicer may be merged or consolidated with or into any Personconsolidated, or transfer all or substantially all of its assets to any Person, in which case any Person corporation resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, (a) in that the case of successor or surviving Person to the Master Servicer, any such successor or resulting Person Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for on behalf of Fannie Mae or Freddie Mac and Mac. In connection with the successixx xx xxx Maxxxx Xervicer under this Agreement by any Person (bi) into which the Master Servicer and such succesxxx xx xxxvivixx Xxxxon may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Master Servicer shall notify the Depositor of such succession or appointment and shall furnish to the Depositor and the Trustee of any such merger, conversion or consolidation at least two Business Days prior Securities Administrator in writing and in form and substance reasonably satisfactory to the effective date thereof Depositor and the Securities Administrator, all information reasonably necessary for the Securities Administrator to accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (unless giving if such prior notice would reports under the Exchange Act are required to be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidationfiled under the Exchange Act).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to the following paragraph (a) paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and its qualification as an approved conventional seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. The Depositor and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, (a) in that the case of successor or surviving Person to the Master Servicer, any such successor or resulting Person Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for Fannie on behalf of Xxxxxx Mae or Freddie Mac Xxxxxxx Mac; and provided further that the Rating Agencies’ ratings of the Other NIM Notes, the Class A Certificates (b) without giving effect to the Master Servicer and such succesxxx xx xxxvivixx Xxxxon shall notify Class II-A3 Policy), the Depositor Mezzanine Certificates and the Trustee Class B Certificates and the shadow rating of the Insured NIM Notes (without giving effect to any such merger, conversion or consolidation at least two Business Days insurance policy issued by the NIMS Insurer) in effect immediately prior to the effective date thereof (unless giving such prior notice would be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidationconsolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies to the Trustee).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to the following paragraph (a) paragraph, the Depositor will shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Master Servicer shall keep in full effect its existence, rights and will franchises as a national banking association and its qualification as an approved conventional seller/servicer for Fannie Mae or Freddie Mac ix xxxx xxxndinx. Xxx Depositor and the Master Servicer, if applicable, each shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, (a) in that the case of successor or surviving Person to the Master Servicer, any such successor or resulting Person Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for on behalf of Fannie Mae or Freddie Mac and (b) Mac; xxx xxovided fxxxxxx that the Master Servicer and such succesxxx xx xxxvivixx Xxxxon shall notify Rating Agencies' ratings of the Depositor Class A Certificates and the Trustee of any such merger, conversion or consolidation at least two Business Days Mezzanine Certificates in effect immediately prior to the effective date thereof (unless giving such prior notice would be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidationconsolidation shall not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to the following paragraph (a) paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises under the laws of the United States of America as a national banking association. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a national banking association and shall ensure that it (or an Affiliate) maintains its qualification as an approved conventional seller/servicer for Fanxxx Xxe xx Frexxxx Xxc in good standing. The Depositor, the Servicer and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor Depositor, the Servicer or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor Depositor, the Servicer or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, (a) in that the case of the Master Servicer, any such successor or resulting surviving Person to a Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for Fannie Mae on behalf of Fanxxx Xxe or Freddie Mac Frexxxx Xxc; and (b) provided further that the Master Servicer and such succesxxx xx xxxvivixx Xxxxon shall notify Rating Agencies’ ratings of the Depositor Class A Certificates and the Trustee of any such merger, conversion or consolidation at least two Business Days Mezzanine Certificates in effect immediately prior to the effective date thereof (unless giving such prior notice would be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidationconsolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies).

Merger or Consolidation of the Depositor or the Master Servicer. Subject to the following paragraph (a) paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a national banking association and shall ensure that it (or an Affiliate) maintains its qualification as an approved conventional seller/servicer for Xxxxxx Xxx or Xxxxxxx Mac in good standing. The Depositor, the Servicer and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement and (b) the Master Servicer will keep in full effect its power and authority as a national banking association under the laws of the jurisdiction of its organization, and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor Depositor, the Servicer or the Master Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor Depositor, the Servicer or the Master Servicer, shall be the successor of the Depositor or the Master Servicer Servicer, as the case may be, 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, (a) in that the case of the Master Servicer, any such successor or resulting surviving Person to the Servicer shall have a net worth of not less than $15,000,000 and be qualified to service mortgage loans for Fannie on behalf of Xxxxxx Mae or Freddie Mac and (b) the Master Servicer and such succesxxx xx xxxvivixx Xxxxon shall notify the Depositor and the Trustee of any such merger, conversion or consolidation at least two Business Days prior to the effective date thereof (unless giving such prior notice would be prohibited by applicable law) or by a confidentiality agreement, in which case notice shall be given by 12 noon Eastern time one Business Day after such merger or consolidation)Xxxxxxx Mac.