Common use of Merger or Consolidation Clause in Contracts

Merger or Consolidation. Any Person into which the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Servicer shall be a party, or any Person succeeding to the business of the Special Servicer, shall be the successor of the Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, consolidation or other change in form or consolidation to which the Special Master Servicer shall be a partyparty (but not the surviving entity), or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that the Special Master Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing direct beneficial ownership interests in any Serviced Companion Loan or B Note; provided. If a transaction described in the preceding sentence occurs and (i) the conditions to the provisions in such sentence are not met, furtherthen the Trustee may terminate or (ii) the conditions set forth in the following paragraph are not met, that the Trustee shall terminate, the successor’s, survivor’s or resulting entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Sections 8.28 and 8.29. The successor or surviving Person meets shall provide prompt written notice of the requirements set forth in Section 9.30(g) for a successor Special Servicer merger or consolidation to the Trustee, the Certificate Administrator, the Custodian and the 17g-5 Information Provider. Notwithstanding the foregoing, if, and for so long as, the Trust, or or, with respect to any Serviced Companion Loan Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Master Servicer is the surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or the depositor under such Other Companion Loan Pooling and Servicing Agreementtransfer, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If withheld (and if, within forty-five (45) days following the conditions date of delivery of a notice by the Master Servicer to the proviso Depositor of any merger or similar transaction described in the foregoing sentence are not metpreceding paragraph, the Trustee may terminate Depositor shall have failed to notify the Special Servicer’s servicing Master Servicer of the Specially Serviced Mortgage Loans pursuant heretoDepositor’s determination to grant or withhold such consent, such termination failure shall be deemed to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice constitute a grant of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Servicer shall be a party, or any Person succeeding to the business of the Special Servicer, shall be the successor of the Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and hereto, the 17g-5 Information ProviderProvider and, subject to Section 5.7, the Rating Agencies. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special a Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special such Master Servicer shall be a party, or any Person succeeding to the business of the Special such Master Servicer, shall be the successor of the Special such Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that the Special Servicer shall have provided each Rating Agency provides a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld)Confirmation. If such a transaction occurs and the conditions to the proviso provisions in the foregoing sentence are not met, the Trustee may terminate terminate, or if such a transaction occurs and the Special Servicer’s conditions set forth in the following paragraph are not met the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice Notwithstanding the foregoing, as long as the Trust is subject to the reporting requirements of the merger Exchange Act, neither Master Servicer may remain a Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into any Person if such Person is a merger and the Special Prohibited Party, unless (i) such Master Servicer is the surviving entity under of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the applicable lawMaster Servicer to the Depositor of any merger or similar transaction described in the prior paragraph, the Special Depositor shall have failed to notify the applicable Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. The Unaffiliated Seller will keep in full effect its existence, rights and franchises as a corporation and will obtain and preserve its qualification to do business as a foreign corporation, in each jurisdiction 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 corporation or other entity (i) into which the Special Servicer Unaffiliated Seller or Emergent Group may be merged or consolidated, or any Person (ii) resulting from any merger, conversion, other change in form merger or consolidation to which the Special Servicer shall be Unaffiliated Seller or Emergent Group is a party, party or any Person (iii) succeeding to the business of the Special ServicerUnaffiliated Seller or Emergent Group, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in the Unaffiliated Seller's certificate of incorporation, shall execute an agreement of assumption to perform every obligation of the Unaffiliated Seller or Emergent Group, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Unaffiliated Seller or Emergent Group, as the case may be, hereunder (without relieving the Unaffiliated Seller or Emergent Group, as the case may be, of the Special Servicer its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any paper document or any further act on the part of by any of the parties hereto; providedto this Agreement. Notwithstanding the foregoing, that so long as a Certificate Insurer Default shall not have occurred and be continuing, the Special Servicer Unaffiliated Seller shall not merge or consolidate with any other Person or permit any other Person to become the successor to the Unaffiliated Seller's business without the prior written consent of the Certificate Insurer. The Unaffiliated Seller or Emergent Group, as the case may be, shall promptly inform the other party, the Trustee and, so long as a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.01, 3.02 and 3.08 or covenant made pursuant to Section 3.03, shall have provided a Rating Agency Communication to each Rating Agency been breached (for purposes hereof, such representations and each other NRSRO with respect to any securities rated by any warranties shall speak as of the date of the consummation of such NRSRO evidencing interests in any Serviced Companion Loan transaction) and no event that, after notice or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trustlapse of time, or with respect to any Serviced Companion Loan both, would become an event of default under the trust created pursuant to an Other Companion Loan Pooling and Servicing Insurance Agreement, is subject to shall have occurred and be continuing, (y) the reporting requirements of the Exchange Act, the Depositor Unaffiliated Seller or the depositor under such Other Companion Loan Pooling and Servicing AgreementEmergent Group, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions delivered to the proviso Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Unaffiliated Seller shall have delivered to the Trustee an Opinion of Counsel, stating, in the foregoing sentence opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are not met, necessary to preserve and protect the interest of the Trustee may terminate in the Special Servicer’s servicing Trust Fund and reciting the details of the Specially Serviced Mortgage Loans pursuant hereto, filings or (B) no such termination action shall be necessary to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto preserve and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreementprotect such interest.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, consolidation or other change in form or consolidation to which the Special Master Servicer shall be a partyparty (but not the surviving entity), or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that each of the Special Servicer shall have provided Rating Agencies provides a Rating Agency Communication to each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing direct beneficial ownership interests in any Serviced Companion Mortgage Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If a transaction described in the preceding sentence occurs and (i) the conditions to the proviso provisions in the foregoing such sentence are not met, the Trustee may terminate terminate, or (ii) the Special Servicer’s conditions set forth in the following paragraph are not met, the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice Notwithstanding the foregoing, as long as (but only for so long as) the Trust, and, with respect to any Serviced Companion Mortgage Loan, the trust in the related Other Securitization, are subject to the reporting requirements of the merger Exchange Act, Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Master Servicer is the surviving entity under applicable lawof such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the Master Servicer to the Depositor of any merger or similar transaction described in the preceding paragraph, the Special Depositor shall have failed to notify the Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Servicer shall be a party, or any Person succeeding to the business of the Special Servicer, shall be the successor of the Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer or Backup Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Master Servicer or Backup Servicer shall be a party, or any Person succeeding to the business of the Special Master Servicer or Backup Servicer, shall be the successor of to the Special Master Servicer or Backup 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, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, furtherhowever, that the successor or surviving resulting Person meets to the requirements set forth in Section 9.30(gMaster Servicer or Backup Servicer shall (i) be a Person (or have an Affiliate) that is qualified and approved to service mortgage loans for Xxxxxx Xxx and FHLMC (provided further that a successor Special Master Servicer or successor Backup Servicer that satisfies subclause (i) through an Affiliate agrees to service the Mortgage Loans in accordance with all applicable Xxxxxx Mae and ifFHLMC guidelines) and (ii) have a net worth of not less than $25,000,000. In connection with the succession to the Master Servicer or the Backup Servicer under this Agreement by any Person (i) into which the Master Servicer or the Backup Servicer may be merged or consolidated, and for so long asor (ii) which may be appointed as a successor to the Master Servicer or the Backup Servicer, the TrustMaster Servicer or the Backup Servicer shall notify the Securities Administrator and the Depositor of such succession or appointment and shall furnish to the Securities Administrator and the Depositor, or with respect all information reasonably necessary for the Securities Administrator to any Serviced Companion Loan the trust created accurately and timely report, pursuant to an Other Companion Loan Pooling and Servicing AgreementSection 8.12(g), is subject the event under Item 6.02 of Form 8-K pursuant to the reporting requirements of Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Master Servicer shall be a party, or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that each of the Special Servicer shall have provided Rating Agencies provides a Rating Agency Communication to each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing direct beneficial ownership interests in any Serviced Companion Mortgage Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If such a transaction occurs and the conditions to the proviso provisions in the foregoing preceding sentence are not met, the Trustee may terminate terminate, and if such a transaction occurs and the Special Servicer’s conditions set forth in the following paragraph are not met the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice Notwithstanding the foregoing, as long as (but only for so long as) the Trust is subject to the reporting requirements of the merger Exchange Act, Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, unless (i) the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Master Servicer is the surviving entity under applicable lawof such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the Master Servicer to the Depositor of any merger or similar transaction described in the prior paragraph, the Special Depositor shall have failed to notify the Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special a Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special such Master Servicer shall be a party, or any Person succeeding to the business of the Special such Master Servicer, shall be the successor of the Special such Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that the Special Servicer shall have provided each Rating Agency provides a Rating Agency Communication Confirmation (including, as to each Rating Agency and each other NRSRO any such succession with respect to the General Master Servicer, with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests direct beneficial ownership interest in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheldLoan). If such a transaction occurs and the conditions to the proviso provisions in the foregoing sentence are not met, the Trustee may terminate terminate, or if such a transaction occurs and the Special Servicer’s conditions set forth in the following paragraph are not met the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice Notwithstanding the foregoing, as long as the Trust is subject to the reporting requirements of the merger Exchange Act, neither Master Servicer may remain a Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into any Person if such Person is a merger and the Special Prohibited Party, unless (i) such Master Servicer is the surviving entity under of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the applicable lawMaster Servicer to the Depositor of any merger or similar transaction described in the prior paragraph, the Special Depositor shall have failed to notify the applicable Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, consolidation or other change in form or consolidation to which the Special Master Servicer shall be a partyparty (but not the surviving entity), or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that the Special Master Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing direct beneficial ownership interests in any Serviced Companion Loan or B Note; provided. If a transaction described in the preceding 278 sentence occurs and (i) the conditions to the provisions in such sentence are not met, furtherthen the Trustee may terminate or (ii) the conditions set forth in the following paragraph are not met, that the Trustee shall terminate, the successor’s, survivor’s or resulting entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Sections 8.28 and 8.29. The successor or surviving Person meets shall provide prompt written notice of the requirements set forth in Section 9.30(g) for a successor Special Servicer merger or consolidation to the Trustee, the Certificate Administrator, the Custodian and the 17g-5 Information Provider. Notwithstanding the foregoing, if, and for so long as, the Trust, or or, with respect to any Serviced Companion Loan Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Master Servicer is the surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or the depositor under such Other Companion Loan Pooling and Servicing Agreementtransfer, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If withheld (and if, within forty-five (45) days following the conditions date of delivery of a notice by the Master Servicer to the proviso Depositor of any merger or similar transaction described in the foregoing sentence are not metpreceding paragraph, the Trustee may terminate Depositor shall have failed to notify the Special Servicer’s servicing Master Servicer of the Specially Serviced Mortgage Loans pursuant heretoDepositor’s determination to grant or withhold such consent, such termination failure shall be deemed to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice constitute a grant of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, 270 consolidation or other change in form or consolidation to which the Special Master Servicer shall be a partyparty (but not the surviving entity), or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that the Special Master Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing direct beneficial ownership interests in any Serviced Companion Loan or B Note; provided. If a transaction described in the preceding sentence occurs and (i) the conditions to the provisions in such sentence are not met, furtherthen the Trustee may terminate or (ii) the conditions set forth in the following paragraph are not met, that the Trustee shall terminate, the successor’s, survivor’s or resulting entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Sections 8.28 and 8.29. The successor or surviving Person meets shall provide prompt written notice of the requirements set forth in Section 9.30(g) for a successor Special Servicer merger or consolidation to the Trustee, the Certificate Administrator, the Custodian and the 17g-5 Information Provider. Notwithstanding the foregoing, if, and for so long as, the Trust, or or, with respect to any Serviced Companion Loan Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Master Servicer is the surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or the depositor under such Other Companion Loan Pooling and Servicing Agreementtransfer, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If withheld (and if, within forty-five (45) days following the conditions date of delivery of a notice by the Master Servicer to the proviso Depositor of any merger or similar transaction described in the foregoing sentence are not metpreceding paragraph, the Trustee may terminate Depositor shall have failed to notify the Special Servicer’s servicing Master Servicer of the Specially Serviced Mortgage Loans pursuant heretoDepositor’s determination to grant or withhold such consent, such termination failure shall be deemed to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice constitute a grant of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Servicer shall be a party, or any Person succeeding to the business of the Special Servicer, shall be the successor of the Special Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO NRSRO, and shall have obtained a Rating Agency Confirmation from S&P, with respect to the Certificates rated by any such NRSRO and any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special a Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special such Master Servicer shall be a party, or any Person succeeding to the business of the Special such Master Servicer, shall be the successor of the Special such Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that the Special Servicer shall have provided each Rating Agency provides a Rating Agency Communication Confirmation (including, as to each Rating Agency and each other NRSRO any such succession with respect to the applicable Master Servicer, with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests direct beneficial ownership interest in any Serviced Companion Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheldLoan). If such a transaction occurs and the conditions to the proviso provisions in the foregoing sentence are not met, the Trustee may terminate terminate, or if such a transaction occurs and the Special Servicer’s conditions set forth in the following paragraph are not met the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice Notwithstanding the foregoing, as long as the Trust is subject to the reporting requirements of the merger Exchange Act, neither Master Servicer may remain a Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into any Person if such Person is a merger and the Special Prohibited Party, unless (i) such Master Servicer is the surviving entity under of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the applicable lawMaster Servicer to the Depositor of any merger or similar transaction described in the prior paragraph, the Special Depositor shall have failed to notify the applicable Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, consolidation or other change in form or consolidation to which the Special Master Servicer shall be a partyparty (but not the surviving entity), or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that the Special Master Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing direct beneficial ownership interests in any Serviced Companion Loan or B Note; provided. If a transaction described in the preceding sentence occurs and (i) the conditions to the provisions in such sentence are not met, furtherthen the Trustee may terminate or (ii) the conditions set forth in the following paragraph are not met, that the Trustee shall terminate, the successor’s, survivor’s or resulting entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Sections 8.28 and 8.29. The successor or surviving Person meets shall provide prompt written notice of the requirements set forth in Section 9.30(g) for a successor Special Servicer merger or consolidation to the Trustee, the Certificate Administrator and the 17g-5 Information Provider. Notwithstanding the foregoing, if, and for so long as, the Trust, or or, with respect to any Serviced Companion Loan Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidated with or into any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the Master Servicer is the surviving entity of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or the depositor under such Other Companion Loan Pooling and Servicing Agreementtransfer, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If withheld (and if, within forty-five (45) days following the conditions date of delivery of a notice by the Master Servicer to the proviso Depositor of any merger or similar transaction described in the foregoing sentence are not metpreceding paragraph, the Trustee may terminate Depositor shall have failed to notify the Special Servicer’s servicing Master Servicer of the Specially Serviced Mortgage Loans pursuant heretoDepositor’s determination to grant or withhold such consent, such termination failure shall be deemed to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice constitute a grant of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. The Transferor will keep in full effect its existence, rights and franchises as a corporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction which permits such qualification and in which it is necessary to protect the validity and enforceability of this Agreement, any other Transaction Document to which it is a party or any of the Contracts and to perform its duties under this Agreement and each other Transaction Document to which it is a party. Any Person partnership or corporation (i) into which the Special Servicer Transferor may be merged or consolidated, or any Person (ii) resulting from any merger, conversion, other change in form or consolidation to which the Special Servicer Transferor shall be a party, or any Person (iii) succeeding to the Transferor's business substantially as a whole, shall execute an agreement of assumption to perform all of the Special ServicerTransferor's obligations under this Agreement, shall and upon such execution will be the Transferor's successor of the Special Servicer hereunderunder this Agreement, without the execution or filing of any paper document or any further act on the part of any of the parties heretoto this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that the Special Servicer (a) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have provided a been breached, (b) the Transferor shall have delivered to PSSFC, the Issuer, the Rating Agency Communication Agencies, the Note Insurer, the Letter of Credit Bank, the Owner Trustee and the Indenture Trustee an Officer's Certificate and an opinion of counsel, satisfactory to each of them, each stating that such consolidation, merger, or succession and such agreement of assumption comply with this Section 4.01 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (c) the Transferor shall have delivered to PSSFC, the Issuer, the Owner Trustee, the Note Insurer, the Letter of Credit Bank, the Rating Agency Agencies and the Indenture Trustee an opinion of counsel, satisfactory to each other NRSRO with respect of them, either (1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, further, that preserve and protect the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, interest of the Trust, in the Contracts and reciting the details of such filings, or (2) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest, (d) such partnership or corporation shall have organizational documents with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements similar restrictions as those of the Exchange ActTransferor, and (e) the Note Insurer (or, following the Class A Termination Date, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing Letter of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing AgreementCredit Bank) has given its prior written consent.

Merger or Consolidation. Any Person into which the Master Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Master Servicer or the Special Servicer shall be a party, or any Person succeeding to substantially all of the business of the Master Servicer or the Special Servicer, shall be the successor of the Master Servicer or the Special Servicer 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; provided, however, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO provides the Trustee with respect written acknowledgment that none of its ratings of the Certificates in effect immediately prior to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan merger, consolidation, or B Note; succession will be qualified, reduced or withdrawn as a result of such merger, consolidation or succession provided, further, that notwithstanding the foregoing, in the event (i) the Person resulting from any merger or consolidation involving the Master Servicer, or any Person succeeding to substantially all of the business of the Master Servicer, is not the Master Servicer or an Affiliate of the Master Servicer, (ii) such Person is not acceptable to Aetna, and (iii) the Aetna or an Affiliate of Aetna is a Holder of one or more Certificates (other than the Class R Certificates), Aetna shall have the right to terminate the Master Servicer without cause, provided that (x) a successor or surviving Person master servicer (other than the Trustee unless the Trustee shall have expressly agreed to so serve and the Trustee meets the requirements required qualifications set forth in this Section 9.30(g8.23) for a successor Special meeting the qualifications of the first sentence of Section 8.24(b) shall have assumed the duties and obligations of the Master Servicer and ifhereunder, and for so long as, (y) the Trust, terminated Master Servicer is paid or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject reimbursed by such successor master servicer on or prior to the reporting requirements date of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling termination for any unreimbursed Advances (with Advance Interest thereon) and any accrued and unpaid Master Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing AgreementFees.

Merger or Consolidation. of the Seller, the Depositor, the Master Servicer, the Servicers or the Special Servicer. Subject to the immediately succeeding paragraph, the Depositor, the Seller, the Master Servicer, any Servicer and 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 (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 Seller, the Master Servicer, any Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form merger or consolidation to which the Depositor, the Seller, the Master Servicer, any Servicer or the Special Servicer shall be a party, or any Person succeeding to the business of the Special Depositor, the Seller or any Servicer, shall be the successor of the Special Servicer Depositor, the Seller or 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, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, furtherhowever, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange ActMaster Servicer, the Depositor any such Servicer or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall notbe 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 Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided, however, that the Master Servicer or 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 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 service the Mortgage Loans and executes and delivers to the Depositor, the Trustee and the Trust Administrator 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 or such Servicer, with like effect as if originally named as a party to this Agreement; and provided further, that each of the Rating Agencies acknowledge that its rating of the Certificates in effect immediately prior to such assignment will not be qualified or reduced as a result of such assignment and delegation. In the mergercase of any such assignment and delegation, the Master Servicer or such Servicer shall be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(greleased from its obligations under this Agreement (except as provided above), except that the Master Servicer or obtain the consent Servicer shall remain liable for all liabilities and obligations incurred by it as the Master Servicer or Servicer hereunder prior to the satisfaction of the Depositor or any depositor under an Other Companion Loan Pooling conditions to such assignment and Servicing Agreementdelegation set forth in the preceding sentence.

Merger or Consolidation. of the Depositor, the Sellers, or the Servicer. The Depositor, Xxxxxx'x Gate, and the Cendant 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 (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 Special Servicer Depositor, Xxxxxx'x Gate or the Cendant may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form merger or consolidation to which the Special Servicer Depositor, Xxxxxx'x Gate or the Cendant shall be a party, or any Person succeeding to the business of the Special ServicerDepositor, Xxxxxx'x Gate, or the Cendant, shall be the successor of the Special Servicer Depositor, Xxxxxx'x Gate or the Cendant, 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, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, furtherhowever, that the successor or surviving Person meets to the requirements set forth 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 9.30(g) 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 Sellers 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 Cendant and Xxxxxx'x Gate hereunder); provided, however, that the 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 that is a successor Special Servicer FNMA and ifFHLMC approved seller/servicer in good standing, which has a net worth of at least $15,000,000, and for so long as, which is willing to service the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling Mortgage Loans and Servicing Agreement, is subject executes and delivers to the reporting requirements Depositor and the Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the Exchange Actrights, powers, duties, responsibilities, obligations and liabilities of the Depositor or Servicer, with like effect as if originally named as a party to this Agreement; and provided further, that each of the depositor under Rating Agencies acknowledge that its rating of the Certificates in effect immediately prior to such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall assignment will not be unreasonably delayed qualified or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, reduced as a result of such assignment and delegation. In the mergercase of any such assignment and delegation, the Servicer shall be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(greleased from its obligations under this Agreement (except as provided above), or obtain except that the consent Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the satisfaction of the Depositor or any depositor under an Other Companion Loan Pooling conditions to such assignment and Servicing Agreementdelegation set forth in the preceding sentence.

Merger or Consolidation. Any Person into which the Special Master Servicer or Backup Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Master Servicer or Backup Servicer shall be a party, or any Person succeeding to the business of the Special Master Servicer or Backup Servicer, shall be the successor of to the Special Master Servicer or Backup 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, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, furtherhowever, that the successor or surviving resulting Person meets to the requirements set forth in Section 9.30(gMaster Servicer or Backup Servicer shall (i) be a Person (or have an Affiliate) that is qualified and approved to service mortgage loans for Fannie Mae and FHLMC (provided further that a successor Special Master Servxxxx xr xxccessor Backup Servicer that satisfies subclause (i) through an Affiliate agrees to service the Mortgage Loans in accordance with all applicable Fannie Mae and ifFHLMC guidelines) and (ii) have a net worth of not lxxx xxan $25,000,000. In connection with the succession to the Master Servicer or the Backup Servicer under this Agreement by any Person (i) into which the Master Servicer or the Backup Servicer may be merged or consolidated, and for so long asor (ii) which may be appointed as a successor to the Master Servicer or the Backup Servicer, the TrustMaster Servicer or the Backup Servicer shall notify the Securities Administrator and the Depositor of such succession or appointment and shall furnish to the Securities Administrator and the Depositor, or with respect all information reasonably necessary for the Securities Administrator to any Serviced Companion Loan the trust created accurately and timely report, pursuant to an Other Companion Loan Pooling and Servicing AgreementSection 8.12(g), is subject the event under Item 6.02 of Form 8-K pursuant to the reporting requirements of Exchange Act (if such reports under the Exchange Act are required to be filed under the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person (other than the Master Servicer) resulting from any merger, conversion, other change in form or consolidation to which the Special Master Servicer shall be a party, or any Person succeeding to the business of the Special ServicerMaster Servicer (such Person, in each of the foregoing cases, the "Surviving Entity"), shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that each of the Special Servicer shall have provided Rating Agencies provides a Rating Agency Communication to each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing direct beneficial ownership interests in any Serviced Companion Mortgage Loan or B Note); provided, furtherhowever, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, as the Trust, or and, with respect to any Serviced Companion Loan Mortgage Loan, the trust created pursuant to an in the related Other Companion Loan Pooling and Servicing AgreementSecuritization, is are subject to the reporting requirements of the Exchange Act, if the Master Servicer notifies the Depositor in writing (a "Master Servicer Merger Notice") of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor under in such Other Companion Loan Pooling and Servicing AgreementSecuritization, as the case may be, notifies the Master Servicer in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that, within the three-year period immediately preceding the date of the Master Servicer Merger Notice, such successor entity has not complied with its Exchange Act reporting obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance), then it shall be an additional condition to such succession that the Depositor shall have consented thereto (which consent shall not be unreasonably delayed withheld) to such successor entity. If, within 45 days following the date of delivery of the Master Servicer Merger Notice to the Depositor, the Depositor shall have failed to notify the Master Servicer in writing of the Depositor's determination to grant or withheld)withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the proviso provisions in the foregoing second preceding sentence are not met, the Trustee may terminate terminate, and if the Special Servicer’s conditions set forth in the second proviso of the second preceding sentence are not met the Trustee shall terminate, the Surviving Entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto Sections 8.28 and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement8.29.

Merger or Consolidation. The Unaffiliated Seller will keep in full effect its existence, rights and franchises as a corporation and will obtain and preserve its qualification to do business as a foreign corporation, in each jurisdiction 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 corporation or other entity (i) into which the Special Servicer Unaffiliated Seller or HomeGold Financial may be merged or consolidated, or any Person (ii) resulting from any merger, conversion, other change in form merger or consolidation to which the Special Servicer shall be Unaffiliated Seller or HomeGold Financial is a party, party or any Person (iii) succeeding to the business of the Special ServicerUnaffiliated Seller or HomeGold Financial, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in the Unaffiliated Seller's certificate of incorporation, shall execute an agreement of assumption to perform every obligation of the Unaffiliated Seller or HomeGold Financial, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Unaffiliated Seller or HomeGold Financial, as the case may be, hereunder (without relieving the Unaffiliated Seller or HomeGold Financial, as the case may be, of the Special Servicer its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any paper document or any further act on the part of by any of the parties hereto; providedto this Agreement. Notwithstanding the foregoing, that so long as a Insurer Default shall not have occurred and be continuing, the Special Servicer Unaffiliated Seller shall not merge or consolidate with any other Person or permit any other Person to become the successor to the Unaffiliated Seller's business without the prior written consent of the Insurer. The Unaffiliated Seller or HomeGold Financial, as the case may be, shall promptly inform the other party, the Indenture Trustee, so long as an Insurer Default shall not have occurred and be continuing, the Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.01, 3.02 and 3.08 or covenant made pursuant to Section 3.03, shall have provided a Rating Agency Communication to each Rating Agency been breached (for purposes hereof, such representations and each other NRSRO with respect to any securities rated by any warranties shall speak as of the date of the consummation of such NRSRO evidencing interests in any Serviced Companion Loan transaction) and no event that, after notice or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trustlapse of time, or with respect to any Serviced Companion Loan both, would become an event of default under the trust created pursuant to an Other Companion Loan Pooling and Servicing Insurance Agreement, is subject to shall have occurred and be continuing, (y) the reporting requirements of the Exchange Act, the Depositor Unaffiliated Seller or the depositor under such Other Companion Loan Pooling and Servicing AgreementHomeGold Financial, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions delivered to the proviso Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Unaffiliated Seller shall have delivered to the Indenture Trustee an Opinion of Counsel, stating, in the foregoing sentence opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are not met, necessary to preserve and protect the Trustee may terminate the Special Servicer’s servicing interest of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected Indenture Trustee in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice Trust and reciting the details of the merger filings or consolidation (B) no such action shall be necessary to the other parties hereto preserve and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreementprotect such interest.

Merger or Consolidation. of the Sellers, the Depositor, the Master Servicer, the Servicers or the Special Servicer. Subject to the immediately succeeding paragraph, the Depositor, the Sellers, the Master Servicer, any Servicer and 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 (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, any Seller, the Master Servicer, any Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form merger or consolidation to which the Depositor, any Seller, the Master Servicer, any Servicer or the Special Servicer shall be a party, or any Person succeeding to the business of the Special Depositor, any Seller or any Servicer, shall be the successor of the Special Servicer Depositor, such Seller or 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, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, furtherhowever, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange ActMaster Servicer, the Depositor any such Servicer or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall notbe 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 Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided, however, that the Master Servicer or 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 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 service the Mortgage Loans and executes and delivers to the Depositor, the Trustee and the Trust Administrator 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 or such Servicer, with like effect as if originally named as a party to this Agreement; and provided further, that each of the Rating Agencies acknowledge that its rating of the 91 Certificates in effect immediately prior to such assignment will not be qualified or reduced as a result of such assignment and delegation. In the mergercase of any such assignment and delegation, the Master Servicer or such Servicer shall be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(greleased from its obligations under this Agreement (except as provided above), except that the Master Servicer or obtain the consent Servicer shall remain liable for all liabilities and obligations incurred by it as the Master Servicer or Servicer hereunder prior to the satisfaction of the Depositor or any depositor under an Other Companion Loan Pooling conditions to such assignment and Servicing Agreementdelegation set forth in the preceding sentence.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Special Master Servicer shall be a party, or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that each of the Special Servicer shall have provided Rating Agencies provides a Rating Agency Communication to each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing direct beneficial ownership interests in any Serviced Companion Mortgage Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If such a transaction occurs and the conditions to the proviso provisions in the foregoing preceding sentence are not met, the Trustee may terminate terminate, and if such a transaction occurs and the Special Servicer’s conditions set forth in the following paragraph are not met the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice Notwithstanding the foregoing, as long as (but only for so long as) the Trust is subject to the reporting requirements of the merger Exchange Act, Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, unless (i) the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Master Servicer is the surviving entity under of such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the applicable lawMaster Servicer to the Depositor of any merger or similar transaction described in the prior paragraph, the Special Depositor shall have failed to notify the applicable Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.

Merger or Consolidation. The Unaffiliated Seller will keep in full effect its existence, rights and franchises as a corporation and will obtain and preserve its qualification to do business as a foreign corporation, in each jurisdiction 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 corporation or other entity (i) into which the Special Servicer Unaffiliated Seller or Emergent Group may be merged or consolidated, or any Person (ii) resulting from any merger, conversion, other change in form merger or consolidation to which the Special Servicer shall be Unaffiliated Seller or Emergent Group is a party, party or any Person (iii) succeeding to the business of the Special ServicerUnaffiliated Seller or Emergent Group, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in the Unaffiliated Seller's certificate of incorporation, shall execute an agreement of assumption to perform every obligation of the Unaffiliated Seller or Emergent Group, as the case may be, under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Unaffiliated Seller or Emergent Group, as the case may be, hereunder (without relieving the Unaffiliated Seller or Emergent Group, as the case may be, of the Special Servicer its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any paper document or any further act on the part of by any of the parties hereto; providedto this Agreement. Notwithstanding the foregoing, that so long as a Certificate Insurer Default shall not have occurred and be continuing, the Special Servicer Unaffiliated Seller shall not merge or consolidate with any other Person or permit any other Person to become the successor to the Unaffiliated Seller's business without the prior written consent of the Certificate Insurer. The Unaffiliated Seller or Emergent Group, as the case may be, shall promptly inform the other party, the Trustee, the Trust Administrator and, so long as a Certificate Insurer Default shall not have occurred and be continuing, the Certificate Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.01, 3.02 and 3.08 or covenant made pursuant to Section 3.03, shall have provided a Rating Agency Communication to each Rating Agency been breached (for purposes hereof, such representations and each other NRSRO with respect to any securities rated by any warranties shall speak as of the date of the consummation of such NRSRO evidencing interests in any Serviced Companion Loan transaction) and no event that, after notice or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trustlapse of time, or with respect to any Serviced Companion Loan both, would become an event of default under the trust created pursuant to an Other Companion Loan Pooling and Servicing Insurance Agreement, is subject to shall have occurred and be continuing, (y) the reporting requirements of the Exchange Act, the Depositor Unaffiliated Seller or the depositor under such Other Companion Loan Pooling and Servicing AgreementEmergent Group, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If the conditions delivered to the proviso Trustee and the Trust Administrator an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Unaffiliated Seller shall have delivered to the Trustee and the Trust Administrator an Opinion of Counsel, stating, in the foregoing sentence opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are not met, necessary to preserve and protect the interest of the Trustee may terminate and the Special Servicer’s servicing Trust Administrator in the Trust Fund and reciting the details of the Specially Serviced Mortgage Loans pursuant hereto, filings or (B) no such termination action shall be necessary to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto preserve and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, as a result of the merger, be required to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreementprotect such interest.

Merger or Consolidation. of the Depositor, the Sellers, or the Servicer. Subject to the immediately succeeding paragraph, the Depositor, the Sellers, and the 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 (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 Special Depositor, a Seller or the Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form merger or consolidation to which the Special Depositor, a Seller or the Servicer shall be a party, or any Person succeeding to the business of the Special Depositor, a Seller, or the Servicer, shall be the successor of the Special Servicer Depositor, such Seller 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, that the Special Servicer shall have provided a Rating Agency Communication to each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note; provided, furtherhowever, that the successor or surviving Person meets to the requirements set forth Servicer shall be qualified to sell mortgage loans to, and to service mortgage loans on behalf of, Xxxxxx Mae or Xxxxxxx Mac. Notwithstanding anything else in this Section 7.02 or in Section 9.30(g) for 7.04 hereof to the contrary, the Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided, however, that the 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 that is a successor Special Servicer Xxxxxx Mae and ifXxxxxxx Mac approved seller/servicer in good standing, which has a net worth of at least $15,000,000, and for so long as, which is willing to service the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling Mortgage Loans and Servicing Agreement, is subject executes and delivers to the reporting requirements Depositor and the Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the Exchange Actrights, powers, duties, responsibilities, obligations and liabilities of the Depositor or Servicer, with like effect as if originally named as a party to this Agreement; and provided further, that each of the depositor under Rating Agencies acknowledge that its rating of the Certificates in effect immediately prior to such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall assignment will not be unreasonably delayed qualified or withheld). If the conditions to the proviso in the foregoing sentence are not met, the Trustee may terminate the Special Servicer’s servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31. The successor or surviving Person shall provide prompt notice of the merger or consolidation to the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Servicer is the surviving entity under applicable law, the Special Servicer shall not, reduced as a result of such assignment and delegation. In the mergercase of any such assignment and delegation, the Servicer shall be required released from its obligations under this Agreement, except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to provide a Rating Agency Communication, meet the requirements of Section 9.30(g), or obtain the consent satisfaction of the Depositor or any depositor under an Other Companion Loan Pooling conditions to such assignment and Servicing Agreementdelegation set forth in the preceding sentence.

Merger or Consolidation. Any Person into which the Special Master Servicer may be merged or consolidated, or any Person resulting from any merger, conversion, consolidation or other change in form or consolidation to which the Special Master Servicer shall be a partyparty (but not the surviving entity), or any Person succeeding to the business of the Special Master Servicer, shall be the successor of the Special Master Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, provided that each of the Special Servicer shall have provided Rating Agencies provides a Rating Agency Communication to each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing direct beneficial ownership interests in any Serviced Companion Mortgage Loan or B Note; provided, further, that the successor or surviving Person meets the requirements set forth in Section 9.30(g) for a successor Special Servicer and if, and for so long as, the Trust, or with respect to any Serviced Companion Loan the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, is subject to the reporting requirements of the Exchange Act, the Depositor or the depositor under such Other Companion Loan Pooling and Servicing Agreement, as the case may be, shall have consented thereto (which consent shall not be unreasonably delayed or withheld). If a transaction described in the preceding sentence occurs and (i) the conditions to the proviso provisions in the foregoing such sentence are not met, the Trustee may terminate terminate, or (ii) the Special Servicer’s conditions set forth in the following paragraph are not met, the Trustee shall terminate, the successor's, survivor's or resulting entity's servicing of the Specially Serviced Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 9.31Sections 8.28 and 8.29. The successor or surviving Person shall provide prompt notice -197- Notwithstanding the foregoing, as long as (but only for so long as) the Trust, and, with respect to any Serviced Companion Mortgage Loan, the trust in the related Other Securitization, are subject to the reporting requirements of the merger Exchange Act, Master Servicer may not remain the Master Servicer under this Agreement after (x) being merged or consolidation consolidated with or into any Prohibited Party, or (y) transferring all or substantially all of its assets to any Prohibited Party, unless (i) the other parties hereto and the 17g-5 Information Provider. If the Special Servicer enters into a merger and the Special Master Servicer is the surviving entity under applicable lawof such merger, consolidation or transfer or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld (and if, within 45 days following the date of delivery of a notice by the Master Servicer to the Depositor of any merger or similar transaction described in the preceding paragraph, the Special Depositor shall have failed to notify the Master Servicer shall not, as a result of the mergerDepositor's determination to grant or withhold such consent, such failure shall be required deemed to provide constitute a Rating Agency Communication, meet the requirements grant of Section 9.30(gsuch consent), or obtain the consent of the Depositor or any depositor under an Other Companion Loan Pooling and Servicing Agreement.