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

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of the Depositor and the Servicer will keep in full force and effect its rights and franchises as a corporation under the laws of the state 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 duties under this Agreement. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer shall be the successor of the Depositor, the Servicer or the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that any successor servicer shall have represented that it meets the eligibility criteria set forth in Section 8.02.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state 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 jurisdiction of its formation. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a national banking association. The Depositor, the Servicer and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation entity 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 Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer to the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.028.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state 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. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a national banking association. The Depositor, the Servicer and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation entity 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 Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer to the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.028.02(a) or Section 7.06 of this Agreement.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state jurisdiction of its incorporation. Subject to the following paragraph, the Servicer 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 formation. 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. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer of the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.028.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of the Depositor and the Servicer will keep in full force and effect its rights and franchises as a corporation corporation, under the laws of the state of its incorporationformation, 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 duties under this Agreement. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidated, or any corporation entity resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer shall be the successor of the Depositor, the Servicer or the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that any successor servicer Successor Servicer shall have represented that it meets the eligibility criteria set forth in Section 8.02.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of the Depositor and the Servicer will keep in full force and effect its rights and franchises as a corporation under the laws of the state 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 duties under this Agreement. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidated, or any corporation person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer shall be the successor of the Depositor, the Servicer or the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that any successor servicer Successor Servicer shall have represented that it meets the eligibility criteria set forth in Section 8.02.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state jurisdiction of its incorporation. The Servicer will keep in full effect its existence, rights and franchises as a limited liability company. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a national banking association. The Depositor, the Servicer and the Master Servicer each will obtain and preserve its qualification to do business as a foreign corporation entity 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 Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the any Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer to the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.028.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of the Depositor and the Servicer will keep in full force and effect its rights and franchises as a corporation or limited liability company, as applicable, under the laws of the state of its incorporationformation, 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 duties under this Agreement. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidated, or any corporation person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer shall be the successor of the Depositor, the Servicer or the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that any successor servicer Successor Servicer shall have represented that it meets the eligibility criteria set forth in Section 8.02.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a federally chartered savings bank. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a national banking association. 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. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer of the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02.8.02(a) or Section 7.06, as applicable. 119

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state jurisdiction of its incorporationincorporation Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a limited partnership under the laws of the jurisdiction of its formation. 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 formation. 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. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer of the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.028.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state jurisdiction of its incorporation. Subject to the following paragraph, the Servicer 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 national banking association. 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 duties under this Agreement. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 AgreementNotes, the Certificates or any of the Mortgage Loans HELOCs and to perform its respective duties under this Agreement. (b) . The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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, provided however, that any successor servicer to the Servicer or the Master Servicer shall have represented that it meets meet the eligibility criteria requirements set forth in Section 8.02Sections 8.02 and 8.06 of this Agreement.

Merger or Consolidation of the Depositor, the Servicer or the Master Servicer. (a) Each of Subject to the following paragraph, the Depositor and the Servicer will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the state jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a national banking association under the laws of the United States of America or as a limited liability company under the laws of the State of Delaware, as the case may be. 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. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any corporation Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer Servicer, shall be the successor of the Depositor, the Servicer 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 the successor or surviving Person to the Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac; and provided further that any successor servicer shall have represented that it meets the eligibility criteria set forth Rating Agencies’ ratings of the Class A Certificates and the Mezzanine Certificates in Section 8.02effect immediately prior to such merger or consolidation 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, the Servicer or the Master Servicer. (a) Each of the Depositor and the Servicer will keep in full force and effect its rights and franchises as a corporation corporation, under the laws of the state of its incorporationformation, 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 duties under this Agreement. The Master Servicer will keep in full force and effect its existence, rights and franchises as a national banking association, 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 duties under this Agreement. (b) The Depositor, the Servicer or the Master Servicer may be merged or consolidated, or any corporation person resulting from any merger or consolidation to which the Depositor, the Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Servicer or the Master Servicer shall be the successor of the Depositor, the Servicer or the Master Servicer hereunder, without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided that any successor servicer Successor Servicer shall have represented that it meets the eligibility criteria set forth in Section 8.02.