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 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 and Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer and Special Servicer shall be a party, or any Person succeeding to the business of the Servicer and Special Servicer, shall be the successor of the Servicer and Special Servicer as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer and 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 the Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and 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 and Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer and Special Servicer shall be a party, or any Person succeeding to the business of the Servicer and Special Servicer, shall be the successor of the Servicer and Special Servicer as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer and 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 the Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving PersonPerson unless the successor or survivor is the Servicer or the Special Servicer, as applicable.

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 and or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer and or the Special Servicer shall be a party, or any Person succeeding to the business of the Servicer and or the Special Servicer, shall be the successor of the Servicer and or Special Servicer Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer and 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 unless such successor or surviving Person is the Servicer or the Special Servicer, each of the Certificate Administrator or and the Trustee has shall have received a Rating Agency Confirmation with respect before any such surviving Person shall be deemed to such be the successor of the Servicer or surviving Personthe Special Servicer, as the case may be, hereunder.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and 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 and or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer and or the Special Servicer shall be a party, or any Person succeeding to the business of the Servicer and or the Special Servicer, shall be the successor of the Servicer and or Special Servicer Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer and 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 Certificate Administrator then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Trustee has received Rating Agencies, as evidenced by a Rating Agency Confirmation with respect delivered to such successor or surviving Personthe Trustee and the Certificate Administrator.

Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and 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 and or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer and or the Special Servicer shall be a party, or any Person succeeding to the business of the Servicer and or the Special Servicer, shall be the successor of the Servicer and or Special Servicer Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer and 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 the Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving PersonPerson 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 in writing from such Rating Agencies and delivered to the Certificate Administrator and the Trustee.