Common use of MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER Clause in Contracts

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be maybe merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or A Bonds, the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 M Bonds and or the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W A-3 Bonds without regard to the Bond Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class 1-A-1, Class X-0, Xxxxx X-01-A-2, Class A1-IO, Class M-1, Class 1-M-2, Class 1-M-3, Class M-42-A-1, Class M-52-M-1, Class M-6 Bonds 2-M-2 and the Class B 2-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s Agency(s rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class 1-A-1, Class X-0, Xxxxx X-01-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class M-6 Bonds 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and the Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Mae or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Mxxxer Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be maybe merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer may Xxx Xxsxxx Serxxxxx xay assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, IO or Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B M Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Grantor Trust Certificates and Class A-3W Bonds without regard to the Insurance Policy or the Class A-11-A, Class X-0, Xxxxx X-02-A, Class 3-A-IO, Class 3-M-1, Class M-2, 3-M-2 and Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B 3-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be maybe consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Mae or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac, shall have a net worth of not less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond InsurerDepositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the CompanyDepositor, 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 Master Servicer under this Master Servicing Agreement; provided, further, that each Rating Agency’s rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds applicable Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating AgencyAgency addressed and delivered to the Indenture Trustee) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W A Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B M Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class 1-A-1, Class X-0, Xxxxx X-01-A-2, Class A1-IOA-3, Class 2-A, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class M-6 Bonds 1-M-6, Class 2-M-1, Class 2-M-2 and the Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Fxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fxxxxx Mae or Xxxxxxx Fxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class 1-A-1, Class X-0, Xxxxx X-01-A-2, Class I-A-IO, Class 2-A-1, Class 2-A-2, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class M-6 Bonds 1-M-6, Class 2-M-1, Class 2-M-2, Class 1-B and the Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Freddie Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae Fxxxxx Mxx or Xxxxxxx Freddie Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s rating of each of the Class A-3W A Bonds without regard to the Bond Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Grantor Trust Certificates and Class A-3W Bonds without regard to the Insurance Policy or the Class A-11-A, Class X-0, Xxxxx X-02-A, Class 3-A-IO, Class 3-M-1, Class M-2, 3-M-2 and Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B 3-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W 1-A-1 Bonds and Class 2-A-1 Bonds without regard to the Bond Insurance Policy or the Class 3-A-1, Class X-0, Xxxxx X-0, Class 3-A-IO, Class 3-M-1, Class 3-M-2, Class M-3, 1-B-1 and Class M-4, Class M-5, Class M-6 Bonds and the Class B 3-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0A-2, Class A-3, Class M-1, Class M-0, Xxxxx X-0, Class A-IO, M-4 and Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B M-5 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fxxxxx Mxx or Xxxxxxx Freddie Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae Fxxxxx Mxx or Xxxxxxx Freddie Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-11-A, Class X-0, Xxxxx X-01-AM, Class 1-A-IO, Class 2-A, Class 2-AM, Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class M-6 Bonds 1-M-6, Class 1-M-7, Class 2-M-1, Class 2-M-2, Class 2-M-3, Class 1-B and the Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, provided that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae similar to those in the Trust Estate (meaning, mortgage loans used for home improvement or Xxxxxxx Macdebt consolidation), is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Home Loans) ), the Issuer and the Company (in its sole discretion) and the Bond InsurerCredit Enhancer, is willing to service the Mortgage Home Loans and executes and delivers to the Indenture Trustee and the Company Issuer an agreement, in form and substance reasonably satisfactory to the Bond InsurerCredit Enhancer, the Indenture Trustee and the CompanyIssuer, 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 Master Servicer under this Servicing Agreement; provided, further, provided further that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) ), if determined without regard to the Credit Enhancement Instrument; and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or considered delegation shall not cause the Owner Trust to be below investment gradetreated as a corporation for federal or state income tax purposes.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Mxxxer Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IOA-2, Class M-1, Class M-2M-0, Xxxxx X-0 xnd Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B M-4 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Xxx Master Servicer Sxxxxxxx may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasoxxxxx satisfacxxxx xx the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s rating of each of the Class A-3W 1-A Bonds without regard to the Bond Insurance Policy or the Class 2-A-1, Class X-0, Xxxxx X-02-A-2, Class A1-IO, Class M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class M-6 Bonds 2-M-1, Class 2-M-2, Class 1-B-1, Class 1-B-2, Class 2-B-1 and the Class B 2-B-2 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of the Master Servicer, 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Master Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, shall have a net worth of not less than $10,000,000, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond InsurerDepositor, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company Depositor an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the CompanyDepositor, 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 Master Servicer under this Master Servicing Agreement; provided, further, that each Rating Agency’s rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds applicable Notes in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating AgencyAgency addressed and delivered to the Indenture Trustee) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer may assign its rights and delegate xxx xixxxs anx xxxxxate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to the Indenture Indxxxxxx Trustee (as pledgee xx xxedgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W 2-A Bonds without regard to the Bond Insurance Policy Policy, the Grantor Trust Certificates or the Class A-1, 1-A-1 Bonds or Class X-0, Xxxxx X-0, Class A1-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B A-2 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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 Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment gradegrade without taking into account the Bond Insurance Policy.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W A Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B M Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx Fannie Mae or Xxxxxxx Freddie Mac. The Master Servicer Xxx Xxxter Xxxxxxxr may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Fannie Mae or Xxxxxxx Freddie Mac, is reasonably satisfactory to reasxxxxxx satisfaxxxxx xo the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; providedPROVIDED, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class 1-A-1, Class X-0, Xxxxx X-01-A-2, Class A1-IO, Class M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4, Class M-52-A-1, Class M-6 Bonds 2-M-1, Class 2-M-2 and the Class B 2-B-1 Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation Person (a) into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting (b) which may result from any merger, conversion merger or consolidation to which the Master Servicer shall be a party, party or any corporation succeeding (c) which may succeed to the business properties and assets of the Master ServicerServicer substantially as a whole, shall be the successor of to the Master Servicer, hereunder, Servicer without the execution or filing of any paper document or any further act on the part of by any of the parties hereto, anything herein to the contrary notwithstandingTransfer and Servicing Agreement; provided, however, that the successor Master Servicer hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Master Servicer if other than Crestar Bank or a Crestar Subsidiary or Crestar Financial Corporation, executes an agreement of assumption to perform every obligation of the Master Servicer under the Transfer and Servicing Agreement, (ii) immediately after giving effect to such transaction, no Master Servicer Default shall have occurred and be continuing, (iii) the Master Servicer, if other than Crestar Bank or a Crestar Subsidiary or Crestar Financial Corporation shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in the Transfer and Servicing Agreement relating to such transaction have been complied with, (iv) such transaction will not result in a material adverse federal or applicable state tax consequence to the Issuer relating to its tax classification, or to the Noteholders of any Series, considered as a whole, relating to a change in the characterization of the Notes of such Series and (v) unless "Crestar Bank" is the name of the surviving Person to entity, the Master Servicer shall be qualified have delivered to sell mortgage loans to the Eligible Lender Trustee and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; provided, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee an Opinion of Counsel either (as pledgee A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Mortgage Eligible Lender Trustee and Indenture Trustee, respectively, in the Financed Student Loans, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Nothing in the Company Transfer and Servicing Agreement or any other Basic Document shall be deemed to restrict or prohibit, and no consent of Noteholders or Certificateholders of any Series, supplemental agreement, Officer's Certificate (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers except to the Indenture Trustee and the Company an agreement, extent provided in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, which contains an assumption by such Person clause (3) below of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; provided, further, that each Rating Agency’s rating of the Class A-3W Bonds without regard to the Insurance Policy or the Class A-1, Class X-0, Xxxxx X-0, Class A-IO, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6 Bonds and the Class B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.Section 8.5)

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any corporation into which the Master Servicer may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be the successor of 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; providedPROVIDED, howeverHOWEVER, that the successor or surviving Person to the Master Servicer shall be qualified to sell mortgage loans to and service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac. The Master Servicer may assign its rights and delegate its duties and obligations under this Servicing Agreement; providedPROVIDED, that the Person accepting such assignment or delegation shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company (in its sole discretion) and the Bond Insurer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Bond Insurer, the Indenture Trustee and the Company, 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 Master Servicer under this Servicing Agreement; provided, furtherFURTHER, that each Rating Agency’s 's rating of the Class A-3W 1-A-1 Bonds and the Class 1-A-2 Bonds without regard to the Bond Insurance Policy or the Class 2-A-1, Class X-0, Xxxxx X-02-A-2, Class A2-IO, Class M-1, Class 2-M-2, Class 2-M-3, Class 2-M-4, Class 2-M-5, Class M-6 Bonds 2-M-6, and the Class 2-B Bonds in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade.