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

Merger or Consolidation of the Depositor. the Servicer or the Master Servicer. 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 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 Depositor, the Servicer or the Master Servicer may be merged or consolidated 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, 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, 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 any successor of the Servicer or the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor. the Originator, the Master Servicer or the Master Servicer. Subject to the following paragraphThe Depositor, the Depositor Originator, the Master Servicer and the Servicer will each keep in full effect its existence, rights and franchises as a corporation corporation, national bank or state chartered industrial bank, as the case may be, under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a corporation United States or 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 one of the jurisdiction of its formation. The Depositor, the Servicer states thereof and the Master Servicer will 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 Any Person into which the Depositor, the Originator, the Master Servicer or the Master Servicer may be merged or consolidated with or into any Personconsolidated, 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, the Originator, the Master Servicer or the Master Servicer shall be a party, or any Person person succeeding to the business of the Depositor, the Originator, the Master Servicer or the Master Servicer, shall be the successor of the Depositor, the Originator, the Master Servicer or the Master 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 any successor of such merger, consolidation or succession does not adversely affect the Servicer then current rating or ratings on the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicableOffered Certificates.

Merger or Consolidation of the Depositor. the Servicer or the Master Servicer. 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 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 incorporationfederally chartered savings bank. 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 formationnational 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 Depositor, the Servicer or the Master Servicer may be merged or consolidated 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, 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, 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 any successor of the Servicer or the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor. the Servicer or the Master Servicer. 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 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 incorporationnational banking association. 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 formationnational 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 Depositor, the Servicer or the Master Servicer may be merged or consolidated 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, 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, 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 any successor of the Servicer or the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor. the Servicer Servicer, the Certificate Administrator or the Master ServicerCustodian. Subject to Except as provided in the following next paragraph, the Depositor Depositor, the Servicer, the Certificate Administrator or the Custodian will each keep in full effect its existence, rights and franchises as a corporation or banking association under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a corporation United States or 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 one of the jurisdiction of its formation. The Depositor, the Servicer States thereof and the Master Servicer will 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 Any Person into which the Depositor, the Servicer Servicer, the Certificate Administrator or the Master Servicer Custodian may be merged or consolidated with or into any Personconsolidated, 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, the Servicer Servicer, the Certificate Administrator or the Master Servicer Custodian shall be a party, or any Person succeeding to the business of the Depositor, the Servicer Servicer, the Certificate Administrator or the Master ServicerCustodian, shall be the successor of the Depositor, the Servicer Certificate Administrator or the Master 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 notwithstandingnotwithstanding (except for the execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that any the successor of or surviving Person to the Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Mae or the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicableXxxxxxx Mac.

Merger or Consolidation of the Depositor. the Originator, the Master Servicer or the Master Servicer. Subject to the following paragraphThe Depositor, the Depositor Originator, the Master Servicer and the Servicer will each keep in full effect its existence, rights and franchises as a corporation corporation, national bank or state chartered industrial bank, as the case may be, under the laws of the jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a corporation United States or 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 one of the jurisdiction of its formation. The Depositor, the Servicer states thereof and the Master Servicer will 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 Any Person into which the Depositor, the Originator, the Master Servicer or the Master Servicer may be merged or consolidated with or into any Personconsolidated, 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, the Originator, the Master Servicer or the Master Servicer shall be a party, or any Person person succeeding to the business of the Depositor, the Originator, the Master Servicer or the Master Servicer, shall be the successor of the Depositor, the Originator, the Master Servicer or the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any 123 further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that any successor of such merger, consolidation or succession does not adversely affect the Servicer then current rating or ratings on the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicableOffered Certificates.

Merger or Consolidation of the Depositor. the Servicer or the Master Servicer. 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 jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a banking 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 Depositor, the Servicer or the Master Servicer may be merged or consolidated 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, 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, 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 any successor of the Servicer or the Master Servicer shall meet the eligibility requirements set forth in clauses (i) and (iii) of the last paragraph of Section 8.02(a) or Section 7.06, as applicable.

Merger or Consolidation of the Depositor. the Servicer or THE MASTER SERVICER, THE EMC SERVICER OR THE SELLER. The Depositor, the Master Servicer. Subject to the following paragraph, the Depositor EMC Servicer and the Seller will each 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 Servicer will keep in full effect its existence, rights and franchises as a corporation United States or 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 one of the jurisdiction of its formation. The Depositor, the Servicer States thereof and the Master Servicer will 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 Any Person into which the Depositor, the Master Servicer, the EMC Servicer or the Master Servicer Seller may be merged or consolidated with or into any Personconsolidated, 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, the Master Servicer, the EMC Servicer or the Master Servicer Seller shall be a party, or any Person person succeeding to the business of the Depositor, the Master Servicer, the EMC Servicer or the Master Servicer, Seller shall be the successor of the Depositor, the Master Servicer, the EMC Servicer or the Master ServicerSeller, 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, provided that any the successor of or surviving Person to the Master Servicer or the Master EMC Servicer shall meet the eligibility requirements set forth in clauses (i) be qualified to sell mortgage loans to, and (iii) of the last paragraph of Section 8.02(a) to service mortgage loans on behalf of, Fannie Mae or Section 7.06, as applicableFreddie Mac.