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 and a limited liability company, respectively (or other entity resulting from merger, conversion or consolidation to the extent permitted under this Section 7.02) under the laws of the state of its incorporation or formation, 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, converted, or consolidated, and any Person resulting from any merger, conversion, 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 Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the Depositor and jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full force and effect its existence, rights and franchises as a corporation and a limited liability company, respectively (or other entity resulting from merger, conversion or consolidation to the extent permitted under this Section 7.02) company under the laws of the state State of Delaware. Subject to the following paragraph, the Master Servicer will keep in full effect its incorporation existence, rights and franchises as a national banking association and shall ensure that it (or formationan Affiliate) maintains its qualification as an approved conventional seller/servicer for Fxxxxx Mxx or Fxxxxxx 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, convertedmerged or consolidated with or into any Person, or consolidatedtransfer all or substantially all of its assets or its servicing platform in the case of the Servicer to any Person, and in which case any Person resulting from any merger, conversion, 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 the successor or surviving Person to the Servicer shall have represented be qualified to service mortgage loans on behalf of Fxxxxx Mae or Fxxxxxx Mac; and provided further 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 Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the Depositor and jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full force and effect its existence, rights and franchises as a corporation and a limited liability company, respectively (or other entity resulting from merger, conversion or consolidation to the extent permitted under this Section 7.02) company under the laws of the state State of Delaware. Subject to the following paragraph, the Master Servicer will keep in full effect its incorporation existence, rights and franchises as a national banking association and shall ensure that it (or formationan 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. 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, convertedmerged or consolidated with or into any Person, or consolidatedtransfer all or substantially all of its assets or its servicing platform in the case of the Servicer to any Person, and in which case any Person resulting from any merger, conversion, 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 the successor or surviving Person to the Servicer shall have represented be qualified to service mortgage loans on behalf of Fanxxx Xxe or Frexxxx Xxc; and provided further 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, the Depositor Servicer and the Master Servicer will each keep in full force and effect its existence, rights and franchises as a corporation and a limited liability company, respectively (or other entity resulting from merger, conversion or consolidation to the extent permitted under this Section 7.02) under the laws of the state of its incorporation or formationcorporation, 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 sell all or substantially all of 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 assets without the validity and enforceability of this Agreement, the Certificates or any prior written consent of the Mortgage Loans Depositor and to perform its duties under this Agreement. (b) The the Trustee which shall not be unreasonably withheld or delayed. Any Person into which the Depositor, the Servicer or the Master Servicer may be merged, converted, merged or consolidated, and or to whom the Depositor, the Servicer or the Master Servicer has sold substantially all of its assets, or any Person corporation resulting from any merger, conversion, conversion 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 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 or the Master Servicer shall satisfy the requirements of Section 8.05 with respect to the qualifications of a successor to the Master Servicer. Notwithstanding anything else in this Section 8.02 and Section 8.04 to the contrary, the Servicer and the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of FNMA or FHLMC, is approved in advance in writing by the Trustee and the Depositor, is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement, in form and substance reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Master Servicer under this Agreement; provided further that each Rating Agency's rating of any Successor of the Classes of Certificates that have been rated in effect immediately prior to such assignment and delegation will not be qualified or reduced or withdrawn as a result of such assignment and delegation. In the case of any such assignment and delegation, the Servicer and the Master Servicer shall have represented be released from its obligations as Servicer or Master Servicer, as applicable under this Agreement, except that the Servicer and the Master Servicer shall remain liable for all liabilities and obligations incurred by it meets as Servicer or Master Servicer, as applicable hereunder prior to the eligibility criteria satisfaction of the conditions to such assignment and delegation set forth in Section 8.02the next preceding sentence.