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

Merger or Consolidation of the Depositor, the Servicers or the Master Servicer. The Depositor, each Servicer and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation, 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. Neither Servicer will sell all or substantially all of its assets without the prior written consent of the Depositor and the Trustee which shall not be unreasonably withheld or delayed. Any Person into which the Depositor, either Servicer or the Master Servicer may be merged or consolidated, or to whom the Depositor, either Servicer or the Master Servicer has sold substantially all of its assets, or any corporation resulting from any merger, conversion or consolidation to which the Depositor, either Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, either Servicer or the Master Servicer, shall be the successor of the Depositor, either 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 either 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, either 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 either Servicer or the Master Servicer under this Agreement; provided further that each Rating Agency's rating of any 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 applicable Servicer and the Master Servicer shall be released from its obligations as Servicer or Master Servicer, as applicable under this Agreement, except that each Servicer and the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer or Master Servicer, as applicable hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence.

Merger or Consolidation of the Depositor, the Servicers or the Master Servicer. The Depositor, each Servicer and the Master Servicer will each keep in full effect its existence, rights and franchises as a corporation, 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. Neither Servicer will sell all or substantially all of its assets without the prior written consent of the Depositor and the Trustee which shall not be unreasonably withheld or delayed. Any Person into which the Depositor, either Servicer or the Master Servicer may be merged or consolidated, or to whom the Depositor, either Servicer or the Master Servicer has sold substantially all of its assets, or any corporation resulting from any merger, conversion or consolidation to which the Depositor, either Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, either Servicer or the Master Servicer, shall be the successor of the Depositor, either 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 either 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. 77 Notwithstanding anything else in this Section 8.02 and Section 8.04 to the contrary, either 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 either Servicer or the Master Servicer under this Agreement; provided further that each Rating Agency's rating of any 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 applicable Servicer and the Master Servicer shall be released from its obligations as Servicer or Master Servicer, as applicable under this Agreement, except that each Servicer and the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer or Master Servicer, as applicable hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the next preceding sentence.

Merger or Consolidation of the Depositor, the Servicers or the Master Servicer. The DepositorSubject to the following paragraph, each Servicer and the Master Servicer Depositor will each keep in full effect its existence, rights and franchises as a corporationcorporation under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, Ocwen will keep in full effect its existence, rights and franchises as a limited liability company. Subject to the following paragraph, Countrywide 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 national banking association. The Depositor, the Servicers 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. Neither Servicer will sell all or substantially all of its assets without the prior written consent of the Depositor and the Trustee which shall not be unreasonably withheld or delayed. Any Person into which the The Depositor, either any Servicer or the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or to whom the Depositor, either Servicer transfer all or the Master Servicer has sold substantially all of its assetsassets to any Person, or in which case any corporation Person resulting from any merger, conversion merger or consolidation to which the Depositor, either such Servicer or the Master Servicer shall be a party, or any Person succeeding to the business of the Depositor, either such Servicer or the Master Servicer, shall be the successor of the Depositor, either such 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, however, that the any successor or surviving Person to either such Servicer or the Master Servicer shall satisfy meet the eligibility 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, either 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 either Servicer or the Master Servicer under this Agreement; provided further that each Rating Agency's rating of any 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 applicable Servicer and the Master Servicer shall be released from its obligations as Servicer or Master Servicer, as applicable under this Agreement, except that each Servicer and the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer or Master Servicer, as applicable hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in clauses (i) and (iii) of the next preceding sentencelast paragraph of Section 8.02(a) or Section 7.06 of this Agreement.