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

Merger or Consolidation of the Depositor. the Seller, the Servicer, a Special Collections Servicer or any Special Servicer. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any Special Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller, the Servicer or any Special Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein to the contrary, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicer.

Merger or Consolidation of the Depositor. or the Seller, the Servicer, a Special Collections Servicer or any Special ----------------------------------------------- Servicer. --------- The Depositor, Depositor and the Seller, the Servicer, each Special Collections Servicer and any Special Servicer will each do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof (charter and statutory) and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, Depositor or the Seller, the Servicer, a Special Collections Servicer or any Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, Depositor or the Seller, the Servicer, a Special Collections Servicer or any Special Servicer shall be a party, or any person Person succeeding to the business of the Depositor, Depositor or the Seller, the Servicer or any Special Servicer, shall be the successor of the Depositor, Depositor or the Seller, the Servicer, a Special Collections Servicer or any Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that the successor or surviving Person to the Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC. Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary, the Servicer may assign its rights and delegate its duties and obligations under this Agreement (except for the obligation of the Servicer or Seller to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.01, 2.02 or 2.04 hereof, which shall remain with respect Chevy Chase hereunder); provided, however, that the Servicer gives the Depositor, the Insurer and the Trustee notice of such assignment; and provided further, that such purchaser or transferee accepting such assignment and delegation shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at least $15,000,000, and which is willing to a merger or consolidation service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Servicer, with like effect as if originally named as a Special Collections Servicer or any Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein party to the contrary, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement; and provided further, provided that (i) the Depositor in its sole discretion has consented, (ii) each of the Rating Agencies’ ratings Agencies acknowledge that its rating of the Offered Certificates in effect immediately prior to such action assignment and delegation and its rating of the risk undertaken by the Insurer with respect to the Policy will not be qualified, qualified or reduced or withdrawn as a result thereof (as evidenced by a letter to of such effect from assignment and delegation. In the Rating Agencies) case of any such assignment and (iii) delegation, the Servicer or such Special Collections Servicer shall be released from its obligations under this Agreement (except as provided above), except that the Servicer shall remain liable for all costs liabilities and expenses (including attorney’s fees) obligations incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, by it as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising hereunder prior to the appointment satisfaction of such successor) and obligations under this Agreement. Any the conditions to such assignment shall not relieve and delegation set forth in the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicerpreceding sentence.

Merger or Consolidation of the Depositor. each Seller or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer. The Depositor, Greystone Funding, Daiwa Finance and the Seller, the Servicer, each Special Collections Servicer and any Special Master Servicer will each do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof (charter and statutory) and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans Assets and to perform its respective duties under this Agreement. Any Person into which the Depositor, Greystone Funding, Daiwa Finance or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, Greystone Funding, Daiwa Finance or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer shall be a party, or any person Person succeeding to the business of the Depositor, Greystone Funding, Daiwa Finance or the Seller, the Servicer or any Special Master Servicer, shall be the successor of the Depositor, Greystone Funding, Daiwa Finance or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any Special Master Servicer shall be an FHA-Approved Mortgagee. Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary, the Master Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided, however, that the Master Servicer gives the Depositor and the Trustee notice of such assignment; and provided further, that such purchaser or transferee accepting such assignment and delegation shall be an institution either (i) having that is an FHA-Approved Mortgagee in good standing, which has a net worth of not less than at least $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF5,000,000, or (ii) and which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding willing to service the provision of Section 6.04 herein Mortgage Loans and executes and delivers to the contraryDepositor, in Greystone Funding, Daiwa Finance and the event Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer, with like effect as if originally named as a party to this Agreement; and provided further, that the Servicer or a Special Collections Servicer determines Rating Agency acknowledges that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Rated Certificates in effect immediately prior to such action assignment and delegation will not be qualified, withdrawn or reduced or withdrawn as a result thereof (as evidenced by a letter to of such effect from assignment and delegation. In the Rating Agencies) case of any such assignment and (iii) delegation, the Servicer or such Special Collections Master Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and released from its obligations under this Agreement. Any , 107 except that the Master Servicer shall remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the conditions to such assignment shall not relieve and delegation set forth in the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicerpreceding sentence.

Merger or Consolidation of the Depositor. the SellerServicer or the Master Servicer. Subject to the following paragraph, the Servicer, a Special Collections Servicer or any Special Servicer. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any Special Servicer Depositor will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or jurisdiction of its incorporation. Subject to the following paragraph, the Servicer will keep in full effect its existence, rights and franchises as a limited partnership under the laws of one the jurisdiction of its formation. Subject to the following paragraph, the Master Servicer will keep in full effect its existence, rights and franchises as a corporation under the laws of the states thereof jurisdiction of its formation. The Depositor, the Servicer and the Master Servicer each will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the The Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special the Master Servicer may be merged or consolidatedconsolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special the Master Servicer shall be a party, or any person Person succeeding to the business of the Depositor, the Seller, the Servicer or any Special the Master Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special the Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein to the contrary, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ' ratings of the Offered Class A Certificates, the Class A-IO Certificates and the Mezzanine Certificates in effect immediately prior to such action merger or consolidation will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) any successor of the Servicer or such Special Collections the Master Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred meet the eligibility requirements set forth in connection with the assignment and related transfer of servicing of such Mortgage LoansSection 8.02 or Section 7.06, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicer.

Merger or Consolidation of the Depositor. the Seller, the Servicer, a Special Collections Master Servicer or any Special Servicerthe Sellers. ----------------------------------------- The Depositor, the Seller, the Servicer, each Special Collections Servicer and any Special Servicer Depositor will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Master Servicer will keep in effect its existence, rights and franchises as a limited partnership under the laws of the United States or under the laws of one of the states thereof and will obtain and preserve its qualification or registration to do business as a foreign partnership in each jurisdiction in which such qualification or registration is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Depositor, the Seller, the Servicer, a Special Collections Master Servicer or any Special Servicer Seller may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Master Servicer or any Special Servicer Seller shall be a party, or any person succeeding to the business of the Depositor, the Seller, the Master Servicer or any Special ServicerSeller, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Master Servicer or any Special Servicersuch Seller, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, ; provided that the successor or surviving Person with respect to the Master Servicer shall be qualified to service mortgage loans on behalf of Fannie Mae and Freddie Mac. As a condition to txx xxxectivenesx xx xxy merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Master Servicer, a Special Collections Servicer or any Special the Master Servicer shall be an institution either provide (ix) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein written notice to the contraryDepositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) all information reasonably requested by the Depositor in order to comply with its sole discretion has consented, (ii) the Rating Agencies’ ratings reporting obligation under Item 6.02 of the Offered Certificates in effect immediately prior Form 8-K with respect to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections replacement Master Servicer.

Merger or Consolidation of the Depositor. the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any the Special Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller, the a Servicer or any the Special Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any the Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA Xxxxxx Mae or FHLMC Xxxxxxx Mac approved servicer company in good standing. Notwithstanding the provision of Section 6.04 herein In addition to the contraryforegoing, in there must be delivered to the event that the Servicer or Trustee a Special Collections Servicer determines that it will no longer engage in the business letter from each of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings , to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the Offered Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer then current rating of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections ServicerCertificates.

Merger or Consolidation of the Depositor. or the Seller, the Servicer, a Special Collections Servicer or any Special Master ----------------------------------------------------------- Servicer. --------- The Depositor, Depositor and the Seller, the Servicer, each Special Collections Servicer and any Special Master Servicer will each keep in full effect its existence, rights and franchises as a corporation separate entity under the laws of the United States or under the laws of one of the states thereof governing its organization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, Depositor or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer may be merged or consolidated, or any Person corporation resulting from any merger or consolidation to which the Depositor, Depositor or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer shall be a party, or any person Person succeeding to the business of the Depositor, Depositor or the Seller, the Servicer or any Special Master Servicer, shall be the successor of the Depositor, Depositor or the Seller, the Servicer, a Special Collections Servicer or any Special Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any Special Master Servicer shall be an institution either qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac. In connection with the succession to the Master Servicer under this Agreement by any Person (i) having a net worth of not less than $10,000,000 into which the Master Servicer may be merged or whose deposits are insured by the FDIC through the BIF or the SAIFconsolidated, or (ii) which is may be appointed as a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein successor to the contrary, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loansMaster Servicer, the Master Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) shall notify the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer succession or such Special Collections Servicer appointment and shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable furnish to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior Securities Administrator in writing and in form and substance reasonably satisfactory to the appointment Depositor and the Securities Administrator, all information reasonably necessary for the Securities Administrator to accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except Form 8-K pursuant to the extent that Exchange Act (if such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicerreports under the Exchange Act are required to be filed under the Exchange Act).

Merger or Consolidation of the Depositor. the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any the Special Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller, the a Servicer or any the Special Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any the Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA Fannie Mae or FHLMC Freddie Mac approved servicer company in good standing. Notwithstanding In additxxx xx the provision of Section 6.04 herein forxxxxxx, there must be delivered to the contrary, in the event that the Servicer or Trustee a Special Collections Servicer determines that it will no longer engage in the business letter from each of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings , to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the Offered Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer then current rating of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections ServicerCertificates.

Merger or Consolidation of the Depositor. the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any the Special Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof or as a federally chartered savings bank organized under the laws of the United States and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Notwithstanding the foregoing, the Seller or a Servicer may be merged or consolidated into another Person in accordance with the following paragraph. Any Person into which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller, the a Servicer or any the Special Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer or any the Special Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any the Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA Fannie Mae or FHLMC Freddie Mac approved servicer company in good standing. Notwithstanding the provision of Section 6.04 herein In additixx xx txx forexxxxx, there must be delivered to the contrary, in the event that the Servicer or Trustee a Special Collections Servicer determines that it will no longer engage in the business letter from each of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings , to the effect that such merger, conversion or consolidation of a Servicer will not result in a disqualification, withdrawal or downgrade of the Offered Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer then current rating of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections ServicerCertificates.

Merger or Consolidation of the Depositor. the Seller, Servicers or the Servicer, a Special Collections Servicer or any Special ServicerCertificate Administrator. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any Special Servicer the Certificate Administrator will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof corporation, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Neither Servicer will sell all or substantially all of its assets without the prior written consent of the Depositor and the Trustee. Any Person person into which the Depositor, the Seller, the Servicer, a Special Collections either Servicer or any Special Servicer the Certificate Administrator may be merged or consolidated, or to whom the Depositor, either Servicer or the Certificate Administrator has sold substantially all of its assets, or any Person corporation resulting from any merger merger, conversion or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections either Servicer or any Special Servicer the Certificate Administrator shall be a party, or any person Person succeeding to the business of the Depositor, the Seller, the either Servicer or any Special Servicerthe Certificate Administrator, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections either Servicer or any Special Servicer, as the case may be, Certificate Administrator hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that the successor or surviving Person to either Servicer or the Certificate Administrator shall satisfy the requirements of Section 8.05 with respect to the qualifications of a merger or consolidation of successor to the Servicer, a Special Collections Servicer or any Special Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standingCertificate Administrator. Notwithstanding the provision of anything else in this Section 6.04 herein 8.02 and Section 8.04 to the contrary, in either Servicer and the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, Certificate Administrator may assign its rights and delegate its duties and obligations under this Agreement, ; provided that (i) the Person accepting such assignment or delegation shall execute and deliver to the Depositor and the Trustee an agreement, in its sole discretion has consentedform and substance reasonably satisfactory to the Depositor and the Trustee, (ii) the Rating Agencies’ ratings which contains an assumption by such Person of the Offered due and punctual performance and observance of each covenant and condition to be performed or observed by either Servicer or the Certificate Administrator under this Agreement; provided further that each Rating Agency's rating of any of the Classes of Certificates that have been rated in effect immediately prior to such action assignment and delegation will not be qualified, qualified or reduced or withdrawn as a result thereof (of such assignment and delegation. In the case of any such assignment and delegation, the applicable Servicer and the Certificate Administrator shall be released from its obligations as evidenced by a letter to such effect from the Rating Agencies) and (iii) the Servicer or such Special Collections Certificate Administrator, as applicable under this Agreement, except that each Servicer and the Certificate Administrator shall be remain liable for all costs liabilities and expenses (including attorney’s fees) obligations incurred in connection with the assignment and related transfer of servicing of such Mortgage Loansby it as Servicer or Certificate Administrator, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising applicable hereunder prior to the appointment satisfaction of such successor) and obligations under this Agreement. Any the conditions to such assignment shall not relieve and delegation set forth in the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicernext preceding sentence.

Merger or Consolidation of the Depositor. the Seller, the Servicer, a Special Collections Servicer or any Special Servicerthe Mortgage Loan Seller. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any Special Servicer the Mortgage Loan Seller will each keep in full effect its existence, rights and franchises as a corporation separate entity under the laws of the United States or under the laws of one of the states thereof governing its organization, and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special Servicer the Mortgage Loan Seller may be merged or consolidated, or any Person corporation resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special Servicer the Mortgage Loan Seller shall be a party, or any person Person succeeding to the business of the Depositor, the Seller, the Servicer or any Special Servicerthe Mortgage Loan Seller, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer or any Special Servicerthe Mortgage Loan Seller, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that (a) the successor or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any Special Servicer shall be an institution either (i) having a net worth qualified to service mortgage loans on behalf of not less than $10,000,000 Fannie Mae or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein to the contrary, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) Freddie Mac and (iiib) the Servicer and such successor or such Special Collections Servicer shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to xxxxxxixx Persxx xxxxl notify the Depositor and the Trustee shall have assumed the Servicer of any such merger, conversion or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising consolidation at least two Business Days prior to the appointment effective date thereof and shall provide the Depositor with all information required by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such successor) and obligations under this Agreement. Any such assignment shall not relieve the Servicer merger, conversion or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicerconsolidation.

Merger or Consolidation of the Depositor. the Sellers or the Servicers. Subject to the immediately succeeding paragraph, the Depositor, any Seller, the Servicer, a Special Collections Servicer or any Special Servicer. The Depositor, the Seller, the Servicer, each Special Collections Servicer and any the Special Servicer will each do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof (charter and statutory) and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, the any Seller, the Servicer, a Special Collections any Servicer or any the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Servicer, a Special Collections Servicer any Seller or any Special Servicer shall be a party, or any person Person succeeding to the business of the Depositor, the Seller, the Servicer any Seller or any Special Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer such Seller or any Special such Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that, with respect to any Servicer, other than WMMSC, the successor or surviving Person to any such Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC. Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary, a Servicer may assign its rights and delegate its duties and obligations under this Agreement (except for the obligation of the Servicer, in its capacity as a Seller, if applicable, to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.01, 2.02 or 2.03 hereof, which shall remain with the related Seller hereunder); provided, however, that such Servicer gives the successor Depositor and the Trustee notice of such assignment; and provided further, that such purchaser or surviving Person with respect to a merger or consolidation of the Servicer, a Special Collections Servicer or any Special Servicer transferee accepting such assignment and delegation shall be an institution either (i) having that is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of not less than at least $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF15,000,000, or (ii) and which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding willing to service the provision of Section 6.04 herein Mortgage Loans and executes and delivers to the contraryDepositor and the Trustee an agreement accepting such delegation and assignment, in which contains an assumption by such Person of the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business rights, powers, duties, responsibilities, obligations and liabilities of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under with like effect as if originally named as a party to this Agreement; and provided further, provided that (i) the Depositor in its sole discretion has consented, (ii) each of the Rating Agencies’ ratings Agencies acknowledge that its rating of the Offered Certificates (determined without regard to the Certificate Insurance Policy) in effect immediately prior to such action assignment will not be qualified, qualified or reduced or withdrawn as a result thereof (as evidenced by a letter to of such effect from assignment and delegation. In the Rating Agencies) case of any such assignment and (iii) the Servicer or delegation, such Special Collections Servicer shall be released from its obligations under this Agreement (except as provided above), except that the Servicer shall remain liable for all costs liabilities and expenses (including attorney’s fees) obligations incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, by it as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising hereunder prior to the appointment satisfaction of such successor) and obligations under this Agreement. Any the conditions to such assignment shall not relieve and delegation set forth in the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicerpreceding sentence.

Merger or Consolidation of the Depositor. the SellerSellers, the Servicer, a Special Collections Master Servicer or any Special Servicerthe Servicers. The Subject to the immediately succeeding paragraph, the Depositor, the Master Servicer, any Seller, the Servicer, each Special Collections any Servicer and any the Special Servicer will each do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof (charter and statutory) and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, the Master Servicer, any Seller, the Servicer, a Special Collections any Servicer or any the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Master Servicer, a Special Collections Servicer any Seller or any Special Servicer shall be a party, or any person Person succeeding to the business of the Depositor, the SellerMaster Servicer, the Servicer any Seller or any Special Servicer, shall be the successor of the Depositor, the Seller, the Servicer, a Special Collections Servicer such Seller or any Special such Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, ; provided, however, that the successor or surviving Person with respect to any of the Master Servicer or such Servicer (other than WMMSC) shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC. Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary, the Master Servicer or a merger or consolidation Servicer may assign its rights and delegate its duties and obligations under this Agreement (except for the obligation of the Servicer, in its capacity as a Special Collections Seller, if applicable, to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.01, 2.02 or 2.03 hereof, which shall remain with the related Seller hereunder); provided, however, that the Master Servicer or any Special such Servicer gives the Depositor, the Trustee and the Trust Administrator notice of such assignment; and provided further, that such purchaser or transferee accepting such assignment and delegation shall be an institution either (i) having that is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of not less than at least $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF15,000,000, or (ii) and which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding willing to service the provision of Section 6.04 herein Mortgage Loans and executes and delivers to the contrary, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loansDepositor, the Servicer or Trustee and the Trust Administrator an agreement accepting such Special Collections delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of such Servicer, may assign its rights under with like effect as if originally named as a party to this Agreement; and provided further, provided that (i) the Depositor in its sole discretion has consented, (ii) each of the Rating Agencies’ ratings Agencies acknowledge that its rating of the Offered Certificates in effect immediately prior to such action assignment will not be qualified, qualified or reduced or withdrawn as a result thereof (as evidenced by a letter to of such effect from assignment and delegation. In the Rating Agencies) case of any such assignment and (iii) delegation, the Master Servicer or such Special Collections Servicer shall be released from its obligations under this Agreement (except as provided above), except that the Master Servicer or the Servicer shall remain liable for all costs liabilities and expenses (including attorney’s fees) obligations incurred in connection with the assignment and related transfer of servicing of such Mortgage Loans, by it as applicable, provided further, that the Servicer or such Special Collections Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, any Subservicer or the successor Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, any Subservicer, or the successor Servicer or Special Collections Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by the Servicer or a Special Collections Servicer shall become effective until a successor Servicer or Special Collections Servicer acceptable to the Depositor and the Trustee shall have assumed the Servicer or Special Collections Servicer’s responsibilities, duties, liabilities (other than those liabilities arising hereunder prior to the appointment satisfaction of such successor) and obligations under this Agreement. Any the conditions to such assignment shall not relieve and delegation set forth in the Servicer or such Special Collections Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer or Special Collections Servicerpreceding sentence.

Merger or Consolidation of the Depositor. the Seller, the Master Servicer, a Special Collections the Back-Up Servicer or any Special a Servicer. The Depositor, the Seller, the Master Servicer, each Special Collections the Back-Up Servicer and any Special each Servicer will each keep in full effect its existence, rights and franchises as a corporation under the laws of the United States or under the laws of one of the states thereof and will each obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the Depositor, the Seller, the Master Servicer, a Special Collections the Back-Up Servicer or any Special a Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor, the Seller, the Master Servicer, a Special Collections the Back-Up Servicer or any Special a Servicer shall be a party, or any person succeeding to the business of the Depositor, the Seller, the Master Servicer, the Back-Up Servicer or any Special a Servicer, shall be the successor of the Depositor, the Seller, the Master Servicer, a Special Collections the Back-Up Servicer or any Special the related Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, provided, however, that the successor or surviving Person with respect to a merger or consolidation of the a Servicer, a Special Collections the Back-Up Servicer or any Special the Master Servicer shall be an institution either (i) having a net worth of not less than $10,000,000 or whose deposits are insured by the FDIC through the BIF or the SAIF, or (ii) which is a FNMA or FHLMC approved servicer in good standing. Notwithstanding the provision of Section 6.04 herein to the contrary, the Master Servicer, the Back-Up Servicer or, in the event that the Servicer or a Special Collections Servicer determines that it will no longer engage in the business of servicing mortgage loans, the Servicer or such Special Collections Servicer, may assign its rights under this Agreement, provided that (i) the Depositor in its sole discretion has consented, (ii) the Rating Agencies’ ratings of the Offered Certificates and the Class A-IO-2 Certificates in effect immediately prior to such action will not be qualified, reduced or withdrawn as a result thereof (as evidenced by a letter to such effect from the Rating Agencies) and (iii) the such Servicer, or Back-Up Servicer or such Special Collections Servicer the Master Servicer, as applicable, shall be liable for all costs and expenses (including attorney’s fees) incurred in connection with the assignment and related transfer of servicing, back-up servicing or master servicing of such Mortgage Loans, as applicable, provided further, that the such Servicer, or Back-Up Servicer or such Special Collections the Master Servicer shall indemnify and hold the Trust, the Trustee, the Depositor, the Certificate Insurer, any Subservicer Subservicer, the successor Servicer, the successor Back-Up Servicer or the successor Master Servicer, as applicable, and each Certificateholder harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, fees and expenses that the Trust, the Trustee, the Depositor, the Certificate Insurer, any Subservicer, the successor Servicer, the successor Back-Up Servicer or the successor Servicer or Special Collections Master Servicer, as applicable, and each Certificateholder may sustain in any way related to such assignment. No assignment by a Servicer, the Back-Up Servicer or a Special Collections Servicer the Master Servicer, as applicable, shall become effective until a successor Servicer, the successor Back-Up Servicer or Special Collections Servicer the successor Master Servicer, as applicable, acceptable to the Depositor Depositor, the Certificate Insurer and the Trustee shall have assumed the Servicer or Special Collections such Servicer’s, Back-Up Servicer’s or Master Servicer’s, as applicable, responsibilities, duties, liabilities (other than those liabilities arising prior to the appointment of such successor) and obligations under this Agreement. Any such assignment shall not relieve such Servicer, the Back-Up Servicer or such Special Collections the Master Servicer of responsibility for any of the obligations specified herein except to the extent that such responsibilities have been expressly assumed by such successor Servicer, the successor Back-Up Servicer or Special Collections such successor Master Servicer, respectively.