Common use of Merger or Consolidation of the Depositor, the Seller or a Servicer Clause in Contracts

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx Freddie Mac approved company in good standing. In addition to adxxxxxx xx the foregoingxxxxxxxng, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, and (ii) which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx company FHLMC approved servicer in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer the servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, and (ii) which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx FNMA-approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, Agencies to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualificationqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx Freddie Mac approved company in good standing. In addition to the foregoingxxxxxxox xo thx xxxxxoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx FHLMC approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each the Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a the Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a the Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a the Servicer, shall be the successor of the Depositor, the Seller or a the 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 the successor or surviving Person with respect to a merger or consolidation of a the Servicer shall be an institution which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx Freddie Mac approved company in good standing. In addition to adxxxxxx xx the foregoingxxxxxxxng, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a the Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae Xxxxxx Xxx or Xxxxxxe Xxc apxxxxxx Xxxxxxx Mac approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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, however that the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx FHLMC approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx company FHLMC approved servicer in good standing. In addition Notwithstanding the provision of Section 6.04 herein to the foregoingcontrary, there must be delivered to in the Trustee event that a letter from each Servicer determines that it will no longer engage in the business of servicing mortgage loans, such Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates and the Class B-4 Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) such Servicer, shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, provided further, that such Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer, the successor Servicer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, the successor Servicer and each Certificateholder may sustain in any way related to such assignment. No assignment by a Servicer shall become effective until a successor Servicer, acceptable to the effect that Depositor and the Trustee shall have assumed such mergerServicer’s responsibilities, conversion or consolidation duties, liabilities (other than those liabilities arising prior to the appointment of a such successor) and obligations under this Agreement. Any such assignment shall not relieve such Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of responsibility for any of the Certificatesobligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx FNMA-approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, Agencies to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualificationqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx FHLMC approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, and (ii) which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx FNMA-approved company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, Agencies to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualificationqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx company FHLMC approved servicer in good standing. In addition Notwithstanding the provision of Section 6.04 herein to the foregoingcontrary, there must be delivered to in the Trustee event that a letter from each Servicer determines that it will no longer engage in the business of servicing mortgage loans, such Servicer may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates and the Class A-IO-2 Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) such Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, provided further, that such Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer, the successor Servicer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, the successor Servicer and each Certificateholder may sustain in any way related to such assignment. No assignment by a Servicer shall become effective until a successor Servicer acceptable to the effect that Depositor, the Certificate Insurer and the Trustee shall have assumed such mergerServicer’s responsibilities, conversion or consolidation duties, liabilities (other than those liabilities arising prior to the appointment of a such successor) and obligations under this Agreement. Any such assignment shall relieve such Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of responsibility for any of the Certificatesobligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae or Xxxxxxe Xxc apxxxxxx ox Xxxxdxx Mac xxxxxxxd company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a the related 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a Fannie Mae FNMA or Xxxxxxe Xxc apxxxxxx company FHLMC approved servicer in good standing. In addition Notwithstanding the provision of Section 6.04 herein to the foregoingcontrary, there must be delivered to in the Trustee event that a letter from each Servicer determines that it will no longer engage in the business of servicing mortgage loans, such Servicer may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates and the Class A-IO-2 Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) such Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, provided further, that such Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, the Certificate Insurer, any Subservicer, the successor Servicer and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, the Certificate Insurer, any Subservicer, the successor Servicer and each Certificateholder may sustain in any way related to such assignment. No assignment by a Servicer shall become effective until a successor Servicer acceptable to the effect that Depositor, the Certificate Insurer and the Trustee shall have assumed such mergerServicer’s responsibilities, conversion or consolidation duties, liabilities (other than those liabilities arising prior to the appointment of a such successor) and obligations under this Agreement. Any such assignment shall not relieve such Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of responsibility for any of the Certificatesobligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer.

Merger or Consolidation of the Depositor, the Seller or a Servicer. The Depositor, the Seller and each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States 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. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller or a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller or a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller or a Servicer, shall be the successor of the Depositor, the Seller or a 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 the successor or surviving Person with respect to a merger or consolidation of a Servicer shall be an institution which is a Fannie Mae or Xxxxxxe Xxc Mac apxxxxxx company in good standing. In addition to the foregoing, there must be delivered to the Trustee a letter from each of the Rating Agencies, to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the then current rating of any of the Certificates.