Common use of Merger or Consolidation of, or Assumption of the Obligations of the Servicer Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further that each Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further that each Rating Agency’s rating of the 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); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust Issuer to be treated as a corporation for federal or state income tax purposes. Any Person accepting such assignment or delegation shall be considered “reasonably satisfactory” to the Indenture Trustee and the Issuer if the Indenture Trustee or the Issuer, as applicable, does not object to such assignment within 30 days after notification from the Servicer of such proposed assignment to such Person.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estateloans, is reasonably satisfactory to the Indenture Trustee Enhancer (as pledgee of the Loans) and the Issuerprovided, however, that such consent to assignment may not be unreasonably withheld), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and Issuer (with a copy to the Issuer Enhancer) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerEnhancer, which that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further provided, further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur 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 Policy; and provided further provided, further, that the Owner Trustee receives and the Indenture Trustee shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estateloans, is reasonably satisfactory to the Indenture Trustee Enhancer (as pledgee of the Loans) and the Issuerprovided, that such consent to assignment may not be unreasonably withheld), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and Issuer (with a copy to the Issuer Enhancer) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerEnhancer, which that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; and provided further further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur 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 Policy; and provided further further, that the Owner Trustee receives shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further that each Rating Agency’s 's rating of the 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); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 Loans similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further that each Rating Agency’s 's rating of the 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); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation Person into which the Servicer may be merged or converted or with which it may be consolidated, or any corporation Person resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any corporation Person succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuerloans, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; and provided further further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency); and provided further further, that the Owner Trustee receives shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 Loans similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further that each Rating Agency’s rating of the 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); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estateloans, is reasonably satisfactory to the Indenture Trustee Credit Enhancer (as pledgee of the Loans) and the Issuerprovided, that such consent to assignment may not be unreasonably withheld), is willing to service the Home Loans and executes and delivers to the Indenture Trustee and Issuer (with a copy to the Issuer Credit Enhancer) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerCredit Enhancer, which that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; and provided further further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur 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 Policy; and provided further further, that the Owner Trustee receives shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the IssuerIssuing Entity, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer Issuing Entity an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerIssuing Entity, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further that each Rating Agency’s rating of the 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); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estateloans, is reasonably satisfactory to the Indenture Trustee Enhancer (as pledgee of the Loans) and the Issuerprovided, however, that such consent to assignment may not be unreasonably withheld), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and Issuer (with a copy to the Issuer Enhancer) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the IssuerEnhancer, which that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; provided further provided, further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur 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 Policy; and provided further provided, further, that the Owner Trustee, the Paying Agent, the Enhancer and the Indenture Trustee receives shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuerloans, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which agreement that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; and provided further further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency); and provided further further, that the Owner Trustee receives shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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. The 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 similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuerloans, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Indenture Trustee and the Issuer, which agreement that contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Servicing Agreement; and provided further further, that each no Rating Agency’s rating of the Securities in effect immediately prior to such assignment and delegation Event will not be qualified, reduced, or withdrawn occur as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating AgencyAgency and determined without regard to the Policy in the case of the Class A-5 Notes); and provided further further, that the Owner Trustee receives shall receive an Opinion of Counsel to the effect that such assignment or delegation shall will not cause the Owner Trust Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation for federal or state income tax purposes.