Common use of Merger Consolidation or Conversion Clause in Contracts

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator. Subject to the following paragraph, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Servicer, or the Mortgage Loan Seller unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] Rating Agency to any Class of Certificates (as confirmed in writing).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator. Subject to the following paragraph, the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Servicer, Servicer or the Mortgage Loan Seller Sellers, unless such succession will not result in any withdrawaldowngrade, downgrade qualification (if applicable) or qualification withdrawal of the rating then assigned by [either] any Rating Agency to any Class of Certificates (as confirmed in writing).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator. Subject to the following paragraph, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer and the REMIC Administrator shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership or other business organization association under the laws of the jurisdiction of its organizationwherein it was organized, and each will obtain and preserve its qualification to do business as a foreign corporation corporation, bank, trust company, partnership or otherwise association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer and or the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, Servicer or the Special Servicer, or the Mortgage Loan Seller Servicer unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] either Rating Agency to any Class of Certificates (as confirmed in writingwriting by each Rating Agency).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC AdministratorSpecial Servicer. Subject to the following paragraph, the Depositor, the Mortgage Loan SellerLlama, SBRC, the Master Servicer, Servicer and the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan SellerLlama, SBRC, the Master Servicer, Servicer and the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan SellerLlama, SBRC, the Master Servicer, Servicer or the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Depositor, the Mortgage Loan SellerLlama, SBRC, the Master Servicer, the Special Servicer or the REMIC AdministratorSpecial Servicer, shall be the successor of the Depositor, the Mortgage Loan SellerLlama, SBRC, the Master Servicer, the Special Servicer or the REMIC AdministratorSpecial Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, Servicer or the Special Servicer, or the Mortgage Loan Seller Servicer unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] either Rating Agency to any Class of Certificates (as confirmed to the Trustee in writing). Notwithstanding anything else in this Section 6.02 and in Section 6.04 to the contrary, the Master Servicer and the Special Servicer may each assign all of its rights and, subject to Section 3.22, delegate all of its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation is willing to act as successor Master Servicer or Special Servicer, as the case may be, and executes and delivers to the Depositor and the Trustee an agreement, in form and substance reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer or the Special Servicer, as the case may be, under this Agreement; and provided, further, that such assignment or delegation will not result in the qualification, downgrade or withdrawal of any of the then-current ratings of the Classes of Certificates that have been rated (as evidenced by a letter to such effect from each Rating Agency); and provided, further, that any such Person accepting such assignment or delegation from the Master Servicer shall be qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC and is reasonably satisfactory to the Trustee and the Depositor. In the case of any such assignment and delegation, the Master Servicer or the Special Servicer, as the case may be, shall be released from its obligations under this Agreement, except that the Master Servicer or the Special Servicer, as the case may be, shall remain liable for all liabilities and obligations incurred by it, or arising from its conduct, hereunder prior to the satisfaction of the conditions to such assignment and delegation set forth in the preceding sentence. All reasonable out-of-pocket costs and expenses of the Trustee and the Trust (including, without limitation, any costs or expenses of any party hereto reimbursable out of the Trust Fund) directly in connection with any such assignment or delegation (including, without limitation, any requisite transfer of servicing) shall be paid for, as incurred, by the assigning or delegating party. Notwithstanding anything above to the contrary, each of the Master Servicer and, subject to Section 3.22(f), the Special Servicer may, in its sole discretion, appoint Sub-Servicers in accordance with Section 3.22 hereof and independent contractors or agents to perform select duties thereof, provided that the Master Servicer or the Special Servicer shall not be relieved from such duties solely by virtue of such appointment.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator. Subject to the following paragraph, the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Depositor, the Mortgage Loan SellerSellers, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Servicer, or the Mortgage Loan Seller Sellers unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] any Rating Agency to any Class of Certificates (as confirmed in writing).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer or the REMIC AdministratorServicer. Subject to the following paragraph, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer and the REMIC Administrator shall each will keep in full effect its existence, rights and franchises as a corporation partnership, corporation, bank or other business organization association under the laws of the jurisdiction of its organizationformation, and each will obtain and preserve its qualification to do business as a foreign corporation partnership, corporation, bank or otherwise association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates Agreement or any of the Mortgage Loans Leases and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan Seller, Each of the Master Servicer, the Back-up Servicer, the Property Manager and the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or may transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan Seller, the Master Servicer, the Back-up Servicer, the Property Manager or the Special Servicer or the REMIC Administrator shall be is a party, or any Person succeeding to the business of the DepositorMaster Servicer, the Mortgage Loan SellerBack-up Servicer, the Property Manager, will be the successor of the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Back-up Servicer, the Special Servicer Property Manager or the REMIC AdministratorSpecial Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Back-up Servicer, the Property Manager or the Mortgage Loan Seller Special Servicer unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] any Rating Agency to any Class of the Grantor Trust Certificates (as confirmed in writingwriting by each Rating Agency to the Issuer, the Grantor Trust Trustee and the Indenture Trustee and the consent of the Certificate Insurer has been obtained).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator. Subject to the following paragraph, the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer and the REMIC Administrator each will keep in full effect its existence, rights and franchises as a corporation or other business organization under the laws of the jurisdiction of its organization, and each will obtain and preserve its qualification to do business as a foreign corporation or otherwise in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. The Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer and the REMIC Administrator each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which, as to the Master Servicer and the Special Servicer, may be limited to all or substantially all of its assets relating to the business of mortgage loan servicing) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator shall be a party, or any Person succeeding to the business of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that no successor or surviving Person shall succeed to the rights of the Master Servicer, the Special Servicer, or the Mortgage Loan Seller unless such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] any Rating Agency to any Class of Certificates (as confirmed in writing). Notwithstanding the foregoing, the parties hereto agree that Midland Loan Services, Inc., a Delaware corporation and a wholly owned subsidiary of PNC Bank, National Association, shall be the successor to the Master Servicer hereunder, upon and subject to the acquisition by Midland Loan Services, Inc. of substantially all of the assets of the Master Servicer, and thereafter Midland Loan Services, Inc., shall assume all of the Master Servicer's rights, duties, obligations and liabilities hereunder, without further consent by the parties hereto, the Certificateholders or any confirmation by the Rating Agencies.