Common use of Merger or Consolidation of the Depositor or the Servicers Clause in Contracts

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the Depositor and each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association under the laws of the United States or under the laws of one of the States thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a Servicer shall be a party, or any Person succeeding to the business of the Depositor or a Servicer, shall be the successor of the Depositor, or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that the successor or surviving Person to a Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Xxx or Xxxxxxx Mac.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in Subject to the next following paragraph, the Depositor and the Servicers each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association corporations, each under the laws of the United States or under the laws jurisdiction of one of the States thereof its incorporation, 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. Any Person into which the The Depositor or a each Servicer may be merged or consolidatedconsolidated 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 a the related Servicer shall be a party, or any Person succeeding to the business of the Depositor or a the related Servicer, shall be the successor of the Depositor, Depositor or such Servicer, as the case may be, related 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a the related Servicer to the extent the related Servicer has any obligations to service the Loans hereunder (and it has not assigned such obligations pursuant to Section 3.1(c)), the Loans shall be qualified to sell mortgage loans to, serviced by a FNMA approved lender or a FHLMC seller/servicer in good standing; and to service mortgage loans on behalf of, Xxxxxx Xxx provided further that the then-current rating of the Class A Certificates will not be reduced as a result of such merger or Xxxxxxx Macconsolidation.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association limited partnership, as the case may be, under the laws of the United States or under the laws of one of the States states thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a Servicer shall be a party, or any Person person succeeding to the business of the Depositor or a Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a such Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Mae or FHLMC. Each Servicer is and shall continue to be an institution which is a Xxxxxx Xxx or Xxxxxxx Macand FHLMC approved seller/servicer in good standing.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association limited partnership, as the case may be, under the laws of the United States or under the laws of one of the States states thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a Servicer shall be a party, or any Person person succeeding to the business of the Depositor or a Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a such Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Mae or FHLMC. Each Servicer is and shall continue to be an institution which is a Xxxxxx Xxx or Xxxxxxx Macand FHLMC approved seller/servicer in good standing and shall maintain a net worth of at least $30,000,000.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association limited partnership, as the case may be, under the laws of the United States or under the laws of one of the States states thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. 137 Any Person into which the Depositor or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a Servicer shall be a party, or any Person person succeeding to the business of the Depositor or a Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a such Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Mae or FHLMC. Each Servicer is and shall continue to be an institution which is a Xxxxxx Xxx or Xxxxxxx Macand FHLMC approved seller/servicer in good standing.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer the Servicers will each keep in full effect its existence, rights and franchises as a corporation corporation, national banking association, federally chartered savings bank, limited liability company or banking association limited partnership as the case may be, under the laws of the United States or under the laws of one of the States states thereof and will each obtain and preserve its qualification to do business as a foreign corporation corporation, limited liability company or limited partnership, as applicable, in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the related Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or a each of the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a each Servicer shall be a party, or any Person succeeding to the business of the Depositor or a such Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a the related Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Freddie Mac, and meets the requirements of Section 7.02, and provided, further, that such merger, consolidation or succession does not adversely affect the then current rating or ratings on the Offered Certificates (which, with respect to the Class A-1 Certificates, shall be without giving effect to the Policy).

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the (a) The Depositor and each Servicer of the Servicers will each keep in full effect its existence, rights and franchises as a corporation or banking association federally chartered savings bank, as the case may be, under the laws of the United States or under the laws of one of the States states thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. . (b) Each Servicer is and shall continue to be an institution which is a Xxxxxx Xxx-approved and Freddie Mac-approved seller/servicer, shall maintain a net worth of at least $30,000,000 (as determined in accordance with generally accepted accounting principles) and shall maintain its license to do business or service residential mortgage loans in any jurisdictions in which the Mortgaged Properties are located. (c) Any Person into which the Depositor or a any Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a any Servicer shall be a party, or any Person person succeeding to the business of the Depositor or a any Servicer, shall be the successor of the Depositor, Depositor or such any 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a any Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Xxx or Xxxxxxx Macmake the covenant set forth in Section 6.02(b).

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association limited partnership, as the case may be, under the laws of the United States or under the laws of one of the States states thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. 137 Any Person into which the Depositor or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a Servicer shall be a party, or any Person person succeeding to the business of the Depositor or a Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a such Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Xxx Fannie Mae or Xxxxxxx MacFHLMC. Each Servicer is and shall continue xx xx an institution which is a Fannie Mae and FHLMC approved seller/servicer in good standing.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer will each keep in full effect its existence, rights and franchises as a corporation or banking association limited partnership, as the case may be, under the laws of the United States or under the laws of one of the States states thereof 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, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a Servicer shall be a party, or any Person person succeeding to the business of the Depositor or a Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a such Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Xxx or Xxxxxxx MacFHLMC. Each Servicer is and shall continue to be an institution which is a Xxxxxx Mae and FHLMC approved seller/servicer in good standing.

Merger or Consolidation of the Depositor or the Servicers. Except as provided in the next paragraph, the The Depositor and each Servicer the Servicers will each keep in full effect its existence, rights and franchises as a corporation corporation, national banking association, federally chartered savings bank or banking association limited partnership as the case may be, under the laws of the United States or under the laws of one of the States states thereof and will each obtain and preserve its qualification to do business as a foreign corporation or limited partnership, as applicable, in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the related Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor or a each of the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or a each Servicer shall be a party, or any Person succeeding to the business of the Depositor or a such Servicer, shall be the successor of the Depositor, Depositor or such 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 (except for the execution of an assumption agreement where such succession is not effected by operation of law)notwithstanding; provided, however, that the successor or surviving Person to a the related Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Xxx or Xxxxxxx Freddie Mac, and meets the requirements of Section 7.02, and provided, further, that such merger, consolidation or succession does not adversely affect the then current rating or ratings on the Offered Certificates.