Common use of Subservicer Not to Assign; Merger or Consolidation of the Subservicer Clause in Contracts

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this Agreement, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day management, or appoint the manager, of Subservicer. In connection with any assignment, merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidated, or the entity resulting from the merger or consolidation, as applicable, shall be the successor of the Subservicer under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement. In addition, in connection with any proposed transaction under this Section 5.01(a) to which KRECM is willing to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated Master Subservicing Agreement rated by at least one rating agency; (ii) KRECM’s receipt of an agreement executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; (iii) KRECM’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory to KRECM, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under the PSAs; and (iv) the satisfaction of all other requirements pursuant to the PSAs.

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) The Subservicer may be merged Except as otherwise provided in this Section or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretionSection 2.02, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this Agreement, Agreement or any portion thereof, (ii) or be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in any case without the prior written consent of the Master Servicer (which consent, if not forbidden or (iii) restricted by the PSA, shall not be unreasonably withheld). Any such assignee, or any such Person into which the Subservicer may be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day managementconsolidated, or appoint the manager, of Subservicer. In connection with any assignment, entity resulting from any merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidatedmay be a party, or any Person succeeding to the entity resulting from business of the merger or consolidation, as applicableSubservicer, shall be the successor of the Subservicer under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement. In addition; provided however, in connection with any proposed transaction under this Section 5.01(athat the Master Servicer’s consent to such assignment, merger, consolidation or other transfer (if granted) to which KRECM is willing to provide its consent, KRECM may condition its consent be conditioned on: (i) KRECMthe Master Servicer’s receipt of written confirmation (A) to the Trustee by each Rating Agency (at the expense of the Subservicer) that such assignment or succession will not result in ratings downgrade or withdrawal with respect to any Class of Certificates and (B) that such assignee, successor or surviving Person is Amended & Restated Master Subservicing Agreement rated by at least one rating agencyan approved conventional seller/servicer of mortgage loans for FHLMC or FNMA; (ii) KRECMthe Master Servicer’s receipt of an agreement executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; and (iii) KRECMthe Master Servicer’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory to KRECMthe Master Servicer, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under the PSAs; and (iv) the satisfaction of all other requirements pursuant to the PSAsPSA.

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Subject to Section 5.01(b), the Subservicer shall keep in full effect its existence, rights and good standing as a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction of its formation and will not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement, the PSA, the Certificates, the Mortgage Loans and/or the Serviced Companion Mortgage Loans and to perform its respective duties under this Agreement. (b) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this AgreementPerson, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) be merged or consolidated with or into in which case any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day management, or appoint the manager, of Subservicer. In connection with resulting from any assignment, merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidatedit shall be a party, or the entity resulting from the merger or consolidation, as applicableany Person succeeding to its business, shall be the successor of the Subservicer under this Agreement hereunder, and shall be deemed to have assumed all of the liabilities and obligations of the Subservicer hereunder. (c) This Agreement and the rights and benefits hereunder of the Subservicer shall not be assignable, and the duties and obligations hereunder of such party shall not be delegable; provided, however, that (i) the Subservicer shall be entitled to employ Subservicers to the extent provided in Article III and (ii) the Subservicer shall be entitled to assign, sell or transfer its rights and duties under this Agreement (in whole and not in part) with the approval of the Master Servicer, which approval shall not be unreasonably withheld, provided that the Master Servicer shall not withhold approval for any entity that (a) is rated "above average" or the equivalent by each Rating Agency or is the subject of a Rating Agency confirmation with respect to the Certificates, (b) has at least $15,000,000 in total assets, (c) is an established mortgage finance institution, bank or mortgage servicing institution, organized and doing business under the laws of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of a Master Servicer of mortgage loans and (d) is not a Prohibited Party. Any such assignment under the prior sentence shall (i) not be effective until such successor Subservicer enters into a written agreement reasonably satisfactory to the Master Servicer agreeing to be bound by the terms and provisions of this Agreement; and (ii) not relieve the assigning Subservicer of any duties or liabilities arising or incurred prior to such assignment. Any costs or expenses incurred in connection with such assignment shall be payable by the assigning Subservicer. In no event shall Subservicer assign, sell or transfer its rights and duties under this Agreement to any entity that is a Prohibited Party. Any assignment or delegation or attempted assignment or delegation in contravention of this Agreement shall be null and void. (d) Except as provided above, the Subservicer shall not resign from its obligations and duties hereby imposed on it except upon determination that such duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Subservicer shall be evidenced by an Opinion of Counsel (obtained at the expense of the resigning Subservicer) to such effect delivered to the Master Servicer, together with a notice of resignation from the Subservicer. No such resignation shall become effective until a successor Master Servicer reasonably approved by the Master Servicer shall have assumed the Subservicer's responsibilities and obligations under this Agreement. In addition, in connection with any proposed transaction under this Section 5.01(a) to which KRECM is willing to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated Master Subservicing Agreement rated by at least one rating agency; (ii) KRECM’s receipt of an agreement executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; (iii) KRECM’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory to KRECM, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under the PSAs; and (iv) the satisfaction of all other requirements pursuant to the PSAs.

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this Agreement, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day management, or appoint the manager, of Subservicer. In connection with any assignment, merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidated, or the entity resulting from the merger or consolidation, as applicable, shall be the successor of the Subservicer under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement. In addition, in connection with any proposed transaction under this Section 5.01(a) to which KRECM is willing to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated Master Subservicing Agreement EXECUTION VERSION rated by at least one rating agency; (ii) KRECM’s receipt of an agreement executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; (iii) KRECM’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory to KRECM, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under the PSAs; and (iv) the satisfaction of all other requirements pursuant to the PSAs.

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Except as otherwise provided in this Section 6.01 or in Section 2.02, the Subservicer shall not assign this Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed. The Subservicer shall not resign without giving the Master Servicer sixty days prior written notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to assume all of the Subservicer's rights, powers, duties and obligations under this Agreement; provided, however, that only fifteen days prior written notice shall be required in connection with a resignation of the Subservicer as a result of the Master Servicer's failure to consent to any matters set forth in this Section 6.01. (b) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this AgreementPerson, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) in which case any Person into which the Subservicer may be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day managementconsolidated, or appoint the manager, of Subservicer. In connection with any assignment, entity resulting from any merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidatedshall be a party, or any Person succeeding to the entity resulting from business of the merger or consolidation, as applicableSubservicer, shall be the successor of the Subservicer under this Agreement hereunder, provided that, in any such case, the Subservicer has obtained the prior written consent of the Master Servicer, which consent shall not be unreasonably withheld or delayed, and such Person meets the requirements of the PSA. Such successor shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement. In additionhereunder, in connection with any proposed transaction under this Section 5.01(a) and upon written demand by the Master Servicer, such successor shall be required to which KRECM is willing promptly execute and deliver to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated the Master Subservicing Agreement rated by at least one rating agency; (ii) KRECM’s receipt of Servicer an agreement executed which contains an assumption by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; (iii) KRECM’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory . Notwithstanding anything to KRECMthe contrary, the Trustee Subservicer shall promptly notify the Master Servicer and the Depositor) deemed necessary Trustee in order to comply with the reporting obligations under event the PSAs; and (iv) Subservicer becomes an Affiliate of the satisfaction of all other requirements pursuant to the PSAsTrustee.

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) Except as otherwise provided in Section 6.01(b) hereof, or in Sections 2.02 or 3.02 hereof or in the following sentence, the Subservicer shall not assign this Agreement for any reason or the servicing hereunder or delegate its rights or duties hereunder or any portion thereof without the prior written consent of the Master Servicer, whose consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, the Subservicer may delegate specific duties to third parties without the consent of the Master Servicer; provided however that such delegation shall not relieve the Subservicer of its obligations hereunder. (b) The Subservicer shall not resign from its obligations and duties hereunder without giving the Master Servicer sixty (60) days prior written notice thereof or such lesser notice as may be acceptable to the Master Servicer to enable the Master Servicer to assume all of the Subservicer’s rights, powers, duties and obligations under this Agreement; provided, however, that only fifteen (15) days prior written notice shall be required in connection with a resignation of the Subservicer as a result of the Master Servicer’s failure to consent to any matters set forth in this Section 6.01. (c) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this AgreementPerson, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) in which case any Person into which the Subservicer may be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day managementconsolidated, or appoint the manager, of Subservicer. In connection with any assignment, entity resulting from any merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidatedshall be a party, or any Person succeeding to the entity resulting from business of the merger or consolidation, as applicableSubservicer, shall be the successor of the Subservicer hereunder, provided that, in any such case, such successor Subservicer is acceptable to the Master Servicer, which consent may not be unreasonably withheld, and such successor meets all the requirements under this Agreement and the PSA; provided, however, the Master Servicer’s consent shall not be required for a merger in which the Subservicer is the surviving entity under applicable law. Such successor shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement. In additionhereunder from and after the date of such succession, and upon written demand by the Master Servicer (except in connection with any proposed transaction under this Section 5.01(a) the case of a merger), such successor shall be required to which KRECM is willing promptly execute and deliver to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated the Master Subservicing Agreement rated by at least one rating agency; (ii) KRECM’s receipt of Servicer an agreement executed which contains an assumption by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; (iii) KRECM’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory . Notwithstanding anything to KRECMthe contrary, the Trustee Subservicer shall promptly notify the Master Servicer, the Certificate Administrator and the Depositor) deemed necessary Trustee in order to comply with the reporting obligations under event the PSAs; and (iv) Subservicer becomes an Affiliate of the satisfaction of all other requirements pursuant to the PSAsTrustee.

Subservicer Not to Assign; Merger or Consolidation of the Subservicer. (a) The Subservicer may be merged or consolidated with or into any Person if the merger or consolidation does not results in a Change of Control of the Subservicer and no further consents or documentation shall be required by the Subservicer. Without the prior written consent of the KRECM, which consent may be withheld or conditioned (but shall not be unreasonably delayed) in KRECM’s sole and absolute discretion, the Subservicer shall not (i) assign this Agreement for any reason or the servicing under this Agreement or delegate its rights or duties under this Agreement, or any portion thereof, (ii) transfer all or substantially all of its assets to any Person, or (iii) be merged or consolidated with or into any Person if the merger or consolidation results in a Change of Control of the Subservicer. For the purposes of this Section 5.01, “Change of Control” means a merger or consolidation in which Subservicer is a constituent entity, the result of which is that Berkshire Hathaway Inc. and/or Leucadia National Corporation ultimately no longer directly or indirectly own greater than 50% of the voting and other equity interests of Subservicer or no longer has the right to control the day-to-day management, or appoint the manager, of Subservicer. In connection with any assignment, merger or consolidation to which KRECM consents, the assignee, the Person into which the Subservicer is merged or consolidated, or the entity resulting from the merger or consolidation, as applicable, shall be the successor of the Subservicer under this Agreement and shall be deemed to have assumed all of the liabilities of the Subservicer under this Agreement. In addition, in connection with any proposed transaction under this Section 5.01(a) to which KRECM is willing to provide its consent, KRECM may condition its consent on: (i) KRECM’s receipt of written confirmation that such assignee, successor or surviving Person is Amended & Restated Master Subservicing Agreement rated by at least one rating agency; (ii) KRECM’s receipt of an agreement executed by such assignee, successor or surviving Person pursuant to which, among other things, it makes the applicable representations and warranties set forth in Section 5.03 and assumes the due and punctual performance and observance of each covenant and condition to be performed and observed by the Subservicer under this Agreement from and after the date of such agreement; (iii) KRECM’s receipt of all information and reports (in writing and in form and substance reasonably satisfactory to KRECM, the Trustee and the Depositor) deemed necessary in order to comply with the reporting obligations under the PSAs; and (iv) the satisfaction of all other requirements pursuant to the PSAs.