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or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee.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