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

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their rights and franchises as a corporation and a federal savings bank, respectively, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.

Merger or Consolidation of the Depositor or the Servicer. The Except as provided in the next paragraph, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, or banking association under the laws of the United States or under the laws of one of the states 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstandingnotwithstanding (except for the execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that 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. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer▇▇▇▇▇▇▇ Mac.

Merger or Consolidation of the Depositor or the Servicer. The Except as provided in the next paragraph, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, or banking association under the laws of the United States or under the laws of one of the states 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstandingnotwithstanding (except for the execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that the successor or surviving Person to the a Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA ▇▇▇▇▇▇ Mae or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer▇▇▇▇▇▇▇ Mac.

Merger or Consolidation of the Depositor or the Servicer. The Except as provided in the next paragraph, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, or banking association under the laws of the United States or under the laws of one of the states 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstandingnotwithstanding (except for the execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that the successor or surviving Person to the a Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA Fannie Mae or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement ServicerFreddie Mac.

Merger or Consolidation of the Depositor or the Servicer. The Except as provided in the next paragraph, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, or banking association under the laws of the United States or under the laws of one of the states 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstandingnotwithstanding (except for the execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that 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 Fannie Mae or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement ServicerFreddie Mac.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 ▇▇▇▇▇▇ Mae or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bankor limited partnership, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As The Servicer is and shall continue to be an institution which is a condition to the effectiveness ▇▇▇▇▇▇ Mae and FHLMC approved seller/servicer in good standing and shall maintain a net worth of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer$30,000,000.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, 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 or the Servicer may be merged or consolidated, or any Person corporation resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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, of FNMA or FHLMC. As a condition In connection with the succession to the effectiveness of Servicer under this Agreement by any merger Person (i) into which the Servicer may be merged or consolidation, at least 15 calendar days prior consolidated or (ii) which may be appointed as a successor to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice notify the Depositor of such succession or appointment and shall furnish to the Depositor of any successor pursuant to this Section and (y) the Trustee in writing and in form and substance reasonably satisfactory to the DepositorDepositor and the Trustee, all information reasonably requested by necessary for the Depositor in order Trustee to comply with its reporting obligation accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K with respect pursuant to a replacement Servicerthe Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).

Merger or Consolidation of the Depositor or the Servicer. The Subject to the following paragraph, each of the Trust, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings banktrust or corporation, respectivelyas the case may be, under the laws of the United States or under jurisdiction of its incorporation. The Depositor and the laws of one of the states thereof and 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 Securities or any of the Mortgage Loans and to perform its respective duties under this Agreement. Any Person into which the The Depositor or the 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 or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 (i) the successor or surviving Person to the Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, of FNMA or FHLMC. As a condition to , (ii) that the effectiveness Rating Agencies ratings and shadow ratings of any merger or consolidation, at least 15 calendar days the Class A Notes in effect immediately prior to the effective date of any such 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) in the case of the Servicer, the Servicer shall provide (x) Insurer delivers its written notice consent to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicersuch successor.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 . The successor or surviving Person to the Servicer shall must be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC. As a condition to ; provided, however, that the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the successor Servicer shall provide (x) written notice to satisfy all the Depositor requirements of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K 7.02 with respect to the qualifications of a replacement Servicersuccessor Servicer and such merger, conversion or consolidation could not be reasonably expected to result in a Material Adverse Change (as defined in the Insurance Agreement) with respect to the Servicer unless approved by the Certificate Insurer.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their rights and franchises as a corporation and a federal savings bank, respectively, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, 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 or the Servicer may be merged or consolidated, or any Person corporation resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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, of FNMA or FHLMC. As a condition In connection with the succession to the effectiveness of Servicer under this Agreement by any merger Person (i) into which the Servicer may be merged or consolidation, at least 15 calendar days prior consolidated or (ii) which may be appointed as a successor to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice notify the Depositor of such succession or appointment and shall furnish to the Depositor of any successor pursuant to this Section and (y) the Securities Administrator in writing and in form and substance reasonably satisfactory to the DepositorDepositor and the Securities Administrator, all information reasonably requested by necessary for the Depositor in order Securities Administrator to comply with its reporting obligation accurately and timely report, pursuant to Section 3.22(d), the event under Item 6.02 of Form 8-K with respect pursuant to a replacement Servicerthe Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).

Merger or Consolidation of the Depositor or the Servicer. The Except as provided in the next paragraph, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bank, respectively, or banking association under the laws of the United States or under the laws of one of the states 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstandingnotwithstanding (except for the 126 execution of an assumption agreement where such succession is not effected by operation of law); provided, however, that the successor or surviving Person to the a Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, FNMA ▇▇▇▇▇▇ ▇▇▇ or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer▇▇▇▇▇▇▇ Mac.

Merger or Consolidation of the Depositor or the Servicer. The Subject to the following paragraph, the Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal or federally chartered savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 Fannie Mae or FHLMC. As a condition to Freddie Mac, and provided, further, that such merger, con▇▇▇▇▇▇t▇▇▇ or ▇▇▇▇▇▇▇ion does not adversely affect the effectiveness of any merger then current rating or consolidation, at least 15 calendar days prior to ratings on the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement ServicerLIBOR Certificates.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each do or cause to be done all things necessary to preserve and keep in full force and effect their existence and their respective existences, rights and franchises as a corporation (charter and a federal savings bank, respectively, under the laws of the United States or under the laws of one of the states thereof statutory) and will each obtain and preserve its qualification their respective qualifications 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 Loan and to perform its their respective duties under this Agreement. Any Person into which the Depositor or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person Person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of the Depositor or the Servicer hereunder, as applicable, 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 that (i) the successor or surviving Person to the Servicer shall be qualified to sell mortgage loans to, and obligated to service mortgage loans the Mortgage Loan in accordance with Accepted Servicing Practices and (ii) such successor or surviving Person would not cause the then current rating on behalf of, FNMA or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation Class of the Servicer, the Servicer shall provide (x) written notice Regular Certificates to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested be lowered or withdrawn by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement ServicerRating Agency.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bankor limited partnership, respectivelyas the case may be, 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. 139 Any Person into which the Depositor or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As The Servicer is and shall continue to be an institution which is a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section ▇▇▇▇▇▇ Mae and (y) FHLMC approved seller/servicer in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicergood standing.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal savings bankor limited partnership, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the 112 Servicer, shall be the successor of the Depositor or the 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 ▇▇▇▇▇▇ Mae or FHLMC. As The Servicer is and shall continue to be an institution which is a condition to the effectiveness ▇▇▇▇▇▇ ▇▇▇ and FHLMC approved seller/servicer in good standing and shall maintain a net worth of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer$30,000,000.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 ▇▇▇▇▇▇ Mae or FHLMC. As The Servicer is and shall continue to be an institution which is a condition to the effectiveness ▇▇▇▇▇▇ ▇▇▇ and FHLMC approved seller/servicer in good standing and shall maintain a net worth of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.$30,000,000. 104

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a federal corporation, national banking association, federally chartered savings bank, respectivelybank or limited partnership as the case may be, 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 or limited partnership, as applicable, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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. As a condition to ▇▇▇▇▇▇▇ Mac, and meets the effectiveness requirements of any merger Section 7.02, and provided, further, that such merger, consolidation or consolidation, at least 15 calendar days prior to succession does not adversely affect the effective date of any merger then current rating or consolidation of ratings on the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement ServicerOffered Certificates.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 F▇▇▇▇▇ M▇▇ or FHLMC. As a condition to the effectiveness of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer.

Merger or Consolidation of the Depositor or the Servicer. The Depositor and the Servicer will each keep in full effect their existence and their its existence, rights and franchises as a corporation and a or federal savings bank, respectivelyas the case may be, 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 or the Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Depositor or the Servicer shall be a party, or any person succeeding to the business of the Depositor or the Servicer, shall be the successor of the Depositor or the 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 ▇▇▇▇▇▇ Mae or FHLMC. As The Servicer is and shall continue to be an institution which is a condition to the effectiveness ▇▇▇▇▇▇ ▇▇▇ and FHLMC approved seller/servicer in good standing and shall maintain a net worth of any merger or consolidation, at least 15 calendar days prior to the effective date of any merger or consolidation of the Servicer, the Servicer shall provide (x) written notice to the Depositor of any successor pursuant to this Section and (y) in writing and in form and substance reasonably satisfactory to the Depositor, all information reasonably requested by the Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement Servicer$30,000,000.