Common use of Merger, Consolidation or Conversion of the Depositor Clause in Contracts

Merger, Consolidation or Conversion of the Depositor. the Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations Reviewer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement. (b) The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that 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 or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or 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, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.

Merger, Consolidation or Conversion of the Depositor. the Master ServicerServicers, the Operating Advisor, Trust Advisor or the Special Servicer or the Asset Representations ReviewerServicers. (a) Subject to subsection (b) belowSection 6.02(b), the Depositor, the Master ServicerServicers, the Special Servicer, the Operating Advisor Servicers and the Asset Representations Reviewer Trust Advisor shall each will keep in full effect its existence, rights and franchises as an a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction of its incorporation or organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign entity 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 or Companion Loans and to perform its respective duties under this Agreement. (b) The Each of the Depositor, the Master ServicerServicers, the Special Servicer, the Operating Trust Advisor and the Asset Representations Reviewer each Special Servicers may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the a Master Servicer, the Special Servicer, the Operating Trust Advisor or the Asset Representations Reviewer a Special Servicer shall be a party, or any Person succeeding to the business of the Depositor, the a Master Servicer, the Trust Advisor or a Special Servicer, the Operating Advisor or the Asset Representations Reviewer, shall be the successor of the Depositor, the such Master Servicer, the Trust Advisor or such Special Servicer, the Operating Advisor or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, provided that with respect no successor or surviving Person shall so succeed to the rights and duties of a Master Servicer or a Special Servicer unless (i) such merger, consolidation or succession, succession is the subject of a Rating Agency Confirmation is received (subject to Section 3.27) from each Rating Agency with respect to the Classes of Certificates (and, with respect if applicable pursuant to any class of Serviced Companion Loan SecuritiesSection 3.27(k), a an analogous rating confirmation is received from each applicable rating agency Pari Passu Companion Rating Agency), except that such action will condition need not be satisfied if such succession occurs solely as a result of a merger in the downgrade, withdrawal which such Master Servicer or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity surviving Person under applicable law, and (ii) the successor or surviving Person makes the applicable representations and warranties set forth in Section 2.05 (in the case of a successor or surviving Person to the applicable Master Servicer, ) or Section 2.06 (in the case of a successor or surviving Person to the applicable Special Servicer, the Operating Advisor or the Asset Representations Reviewer), as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that 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 or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Servicer or Special Servicer or Operating Advisor may remain the a Master Servicer, the Special Servicer or Operating Advisora Special Servicer, as applicable, under this Agreement after (x) being merged or 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 PartyParty at the time of such merger, consolidation or transfer, except with respect to clause (x) and (y), as applicable, to the extent (i) the such Master Servicer, the Servicer or such Special Servicer or Operating Advisor, as applicable, is the Surviving Entity surviving entity of such merger, consolidation or transfer and has been and continues to be in material compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization, to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.

Merger, Consolidation or Conversion of the Depositor. the Master Servicer, the Operating Advisor, Servicer and the Special Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer or and the Asset Representations ReviewerSpecial Servicer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer Servicer each will keep in full effect its existence, rights and franchises as an entity a corporation under the laws of the jurisdiction of its incorporation or organizationincorporation, and each will obtain and preserve its qualification to do business as a foreign entity corporation 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 or Xxxxxxxx Fashion Center Companion Loans and to perform its respective duties under this Agreement. (b) The Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, Servicer or the Special Servicer, the Operating Advisor or the Asset Representations Reviewer Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that (i) with respect to the Master Servicer or the Special Servicer, such Person is qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC and (ii) such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action succession will not result in the downgrade, qualification or withdrawal or qualification of its the then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced or Xxxxxxxx Fashion Center Companion Loan SecuritiesSecurities that have been so rated (as evidenced by a letter to such effect from each Rating Agency). (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, a confirmation of the rating agencies that such action will not result in Master Servicer and the downgrade, withdrawal or qualification Special Servicer may assign all of its then-current ratingsrights and delegate all of its duties and obligations under this Agreement; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing that the Depositor Person accepting such assignment or the depositor in such Other Securitization, as the case may be, has discovered that 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 delegation shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or consolidated with or into any a Person that is a Prohibited Partyqualified to service multifamily mortgage loans on behalf of FNMA or FHLMC, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except reasonably satisfactory to the extent (i) Trustee and the Master Servicer, the Special Servicer or Operating Advisor, as applicableDepositor, is willing to service the Surviving Entity of such merger, consolidation or transfer Mortgage Loans and has been Xxxxxxxx Fashion Center Companion Loans and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice executes and delivers to the Depositor or and the depositor Trustee an agreement, in such Other Securitization, as the case may be, 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 depositor in such Other Securitization, as the case may be, shall have failed to notify observed by the Master Servicer or the Special Servicer, as applicablethe case may be, under this Agreement; provided, further, that such assignment or delegation will not result in writing the downgrade, qualification or withdrawal of the Depositor’s determination, then-current ratings of the Classes of Certificates or depositor’s determination, in Xxxxxxxx Fashion Center Companion Loan Securities that have been rated (as evidenced by a Rating Agency Confirmation). In the case of an Other Securitizationany such assignment and delegation, to grant the Master Servicer or withhold such consentthe Special Servicer, such failure as the case may be, shall be deemed 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, 228 hereunder prior to constitute a grant the satisfaction of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, such assignment and if the conditions delegation set forth in the third proviso of preceding sentence. Notwithstanding anything above to the second preceding sentence are not met the Trustee shall terminatecontrary, the applicable Surviving Entity’s servicing Master Servicer may, in its sole discretion, appoint Sub-Servicers in accordance with Section 3.23 hereof and independent contractors or agents to perform select duties thereof; provided, that the Master Servicer shall not be relieved from such duties solely by virtue of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01appointment.

Merger, Consolidation or Conversion of the Depositor. the a Master Servicer, the Operating Advisor, the Special Servicer or the Asset Representations ReviewerSpecial Servicer. (a) Subject to subsection (b) belowSection 6.02(b), the Depositor, the Master Servicer, Servicers and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer Servicer shall each will keep in full effect its existence, rights and franchises as an a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction of its incorporation or organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign entity 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 or Companion Loans and to perform its respective duties under this Agreement. (b) The Each of the Depositor, the Master Servicer, Servicers and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the a Master Servicer, Servicer or the Special Servicer, the Operating Advisor or the Asset Representations Reviewer Servicer shall be a party, or any Person succeeding to the business of the Depositor, the a Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer in each of the foregoing cases, the “Surviving Entity”)Servicer, as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) 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 either Master Servicer or the Special Servicer unless (i) such succession will not result in an Adverse Rating Event with respect to such merger, consolidation or succession, Rating Agency Confirmation is received from any Class of Rated Certificates (as confirmed in writing to the Trustee by each Rating Agency for the Rated Certificates) and, solely with respect to the Classes of Certificates andapplicable Master Servicer for the 00 Xxxx Xxxxx Loan Group and the Special Servicer, for as long as the 11 Penn Plaza Loan Group is serviced and administered under this Agreement, will not result in an Adverse Rating Event with respect to any class of Serviced 11 Penn Plaza Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan Securities, a confirmation is received from each applicable rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger ) and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that 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 or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, under this Agreement after (x) being merged or 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, except to the extent (i) the Master Servicer, the Special Servicer or Operating Advisor, as applicable, is the Surviving Entity of such merger, consolidation or transfer and has been and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) such successor or surviving Person makes the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty applicable representations and warranties set forth in Section 2.05 (60) days following the date of delivery of the Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitizationa successor or surviving Person to PAR as a Master Servicer), Section 2.06 (in the case of a successor or surviving Person to grant WFB as a Master Servicers) or withhold such consent, such failure shall be deemed to constitute Section 2.07 (in the case of a grant of such consent. If the conditions successor or surviving Person to the provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01Special Servicer).

Merger, Consolidation or Conversion of the Depositor. the Master Servicer, the Operating Advisor, Servicer and the Special Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer or and the Asset Representations ReviewerSpecial Servicer. (a) Subject to subsection (b) below, the Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer Servicer each will keep in full effect its existence, rights and franchises as an entity a corporation under the laws of the jurisdiction of its incorporation or organizationincorporation, and each will obtain and preserve its qualification to do business as a foreign entity corporation 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 or Companion Loans and to perform its respective duties under this Agreement. (b) The Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer each Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or commercial mortgage surveillance, as the case may be) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor, the Master Servicer, Servicer or the Special Servicer, the Operating Advisor or the Asset Representations Reviewer Servicer shall be a party, or any Person succeeding to the business of the Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, shall be the successor of the Depositor, the Master Servicer, Servicer and the Special Servicer, the Operating Advisor or the Asset Representations Reviewer (such Person, in the case of the Master Servicer or the Special Servicer in each of the foregoing cases, the “Surviving Entity”), as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, provided that with respect (i) such Person is qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC and (ii) such merger, consolidation or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and, with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency that such action succession will not result in the downgrade, qualification or withdrawal or qualification of its the then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the Surviving Entity under applicable law, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect that have been so rated (as evidenced by a letter to any class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result effect from each Rating Agency). (c) Notwithstanding anything else in the downgrade, withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and, with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject this Section 6.02 and Section 6.04 to the reporting requirements of the Exchange Actcontrary, if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer notifies the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change in form, Servicer and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in such Other Securitization, as the case may be, has discovered that 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 or the depositor in such Other Securitization, as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. Notwithstanding the foregoing, no Master Servicer, Special Servicer or Operating Advisor may remain the Master Servicer, the Special Servicer or Operating Advisor, as applicable, may assign all of its rights and delegate all of its duties and obligations under this Agreement after (x) being merged Agreement; provided that the Person accepting such assignment or consolidated with or into any delegation shall be a Person that is a Prohibited Partyqualified to service multifamily mortgage loans on behalf of FNMA or FHLMC, or (y) transferring all or substantially all of its assets to any Person if such Person is a Prohibited Party, except reasonably satisfactory to the extent (i) Trustee and the Master Servicer, the Special Servicer or Operating Advisor, as applicableDepositor, is willing to service the Surviving Entity of such merger, consolidation or transfer Mortgage Loans and has been executes and continues to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the Merger Notice delivers to the Depositor or and the depositor Trustee an agreement, in such Other Securitization, as the case may be, form and substance reasonably satisfactory to the Depositor and the Trustee, which 155 contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or depositor in such Other Securitization, as the case may be, shall have failed to notify observed by the Master Servicer or the Special Servicer, as applicablethe case may be, under this Agreement; provided further that such assignment or delegation will not result in writing the downgrade, qualification or withdrawal of the Depositor’s determination, or depositor’s determination, in then-current ratings of the Classes of Certificates that have been rated (as evidenced by a Rating Agency Confirmation). In the case of an Other Securitizationany such assignment and delegation, to grant the Master Servicer or withhold such consentthe Special Servicer, such failure as the case may be, shall be deemed 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 constitute a grant the satisfaction of such consent. If the conditions to the provisions in the second preceding sentence are not met, the Trustee may terminate, such assignment and if the conditions delegation set forth in the third proviso preceding sentence. Notwithstanding anything above to the contrary, each of the second preceding sentence are Master Servicer and 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 met the Trustee shall terminate, the applicable Surviving Entity’s servicing be relieved from such duties solely by virtue of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01appointment.