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

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from any Rating Agency.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any 176 paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from any Rating Agency.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a in writing from such Rating Agency Confirmation Agencies and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing; provided, further, that if the Servicer or the Special Servicer enters into a merger and the Servicer or the Special Servicer, as applicable, is the surviving entity under the applicable law, the Servicer or the Special Servicer, as applicable, shall not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgency or any Companion Loan Securities by each rating agency then rating any Companion Loan Securities (each, as evidenced by a in writing from the Rating Agency Confirmation and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, Trustee and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgency or any Senior Companion Loan Securities by each rating agency then rating any Senior Companion Loan Securities (each, as evidenced by a in writing from the Rating Agency Confirmation and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, Trustee and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, as applicable, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer Servicer, as applicable, 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 such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any either of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator Trustee and the Trustee. Notwithstanding the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from any Rating AgencyCertificate Administrator.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgencies or any Senior Companion Loan Securities by each rating agency then rating any Senior Companion Loan Securities (each, as evidenced by a in writing from such Rating Agency Confirmation and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, Trustee and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by each Rating Agency or any of the Rating AgenciesCompanion Loan Securities by each rating agency then rating any Companion Loan Securities (each, as evidenced by a in writing from each Rating Agency Confirmation and such written evidence delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, ) and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgency or any Companion Loan Securities by each rating agency then rating any Companion Loan Securities (each, as evidenced by a in writing from such Rating Agency Confirmation and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, Trustee and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgency or any Companion Loan Securities by each rating agency then rating any Companion Loan Securities (each, as evidenced by a in writing from the Rating Agency Confirmation and such written evidence delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, ) and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the 178 Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from any Rating Agency.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgencies or any Senior Companion Loan Securities by each rating agency then rating any Senior Companion Loan Securities (each, as evidenced by a in writing from such Rating Agency Confirmation Agencies and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, Trustee and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.

Merger or Consolidation of the Servicer or the Special Servicer. Subject to the following paragraph, each of the Servicer and the Special Servicer will keep in full effect its existence, rights and good standing (i) in the case of the Servicer, as a limited liability company under the laws of the State of Delaware, and (ii) in the case of the Special Servicer, a corporation under the laws of the State of Florida, and, in each case, will not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special 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 Servicer or the Special Servicer it shall be a party, or any Person succeeding to the servicing its business of the Servicer or the Special ServicerServicer (which may be limited to its commercial mortgage servicing business), shall be the successor of the Servicer or the Special Servicer, as the case may berespectively, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, if the Servicer or the Special Servicer is Servicer, respectively, hereunder, if each of the surviving entity of Rating Agencies has confirmed in writing that such merger, merger or consolidation or transfertransfer of assets and succession, in and of itself, will not cause a downgrade, qualification or withdrawal of the then-current ratings assigned by such Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from to any Rating AgencyClass of Certificates.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (1) such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating AgenciesAgency or any Companion Loan Securities by each rating agency then rating any Companion Loan Securities (each, as evidenced by a in writing from such Rating Agency Confirmation and delivered to the Certificate Administrator and the Trustee. Notwithstanding the foregoing, Trustee and (2) if the Servicer or the Special Servicer enters into a merger and is the surviving entity under the applicable law, such Servicer or Special Servicer, as applicable, will not, as a result of such the merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain provide a Rating Agency Confirmation or similar confirmation from any Rating AgencyConfirmation.