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 SellerMaster Servicers, the Master Servicer, Trust Advisor or the Special Servicer or the REMIC Administrator. Servicers. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master ServicerServicers, the Special Servicer Servicers and the REMIC Administrator Trust Advisor shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan SellerMaster Servicers, the Master Servicer, Trust Advisor and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Trust Advisor or a 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 a Master Servicer, the Trust Advisor or a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such Master Servicer, the Trust Advisor or such Special Servicer or the REMIC AdministratorServicer, 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 so succeed to the rights and duties of a Master Servicer or a Special Servicer unless (i) such succession is the subject of a Rating Agency Confirmation (subject to Section 3.27) from each Rating Agency (and, if applicable, each Pari Passu Companion Rating Agency), except that such condition need not be satisfied if such succession occurs solely as a result of a merger in which such Master Servicer, the Servicer or Special Servicer, as applicable, is the surviving Person under applicable law, and (ii) the successor or surviving Person makes the Mortgage Loan Seller unless such succession will not result 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), as applicable. Notwithstanding the foregoing, no Master Servicer or Special Servicer may remain a Master Servicer or a Special Servicer, as applicable, under this Agreement after (x) being merged or consolidated with or into any withdrawalPerson that is a Prohibited Party, downgrade or qualification (y) transferring all or substantially all of the rating then assigned by [either] Rating Agency its assets to any Class Person if such Person is a Prohibited Party at the time of Certificates such merger, consolidation or transfer, except with respect to clause (x) and (y), as confirmed applicable, to the extent (i) such Master Servicer or such Special Servicer is the surviving entity of such merger, consolidation or transfer and has been in writing)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.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan SellerMaster Servicers, the Master Servicer, Trust Advisor or the Special Servicer or the REMIC Administrator. Servicers. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master ServicerServicers, the Special Servicer Servicers and the REMIC Administrator Trust Advisor shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan SellerMaster Servicers, the Master Servicer, Trust Advisor and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Trust Advisor or a 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 a Master Servicer, the Trust Advisor or a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such Master Servicer, the Trust Advisor or such Special Servicer or the REMIC AdministratorServicer, 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 so succeed to the rights and duties of a Master Servicer or a Special Servicer unless (i) such succession is the subject of a Rating Agency Confirmation (subject to Section 3.27) from each Rating Agency (and, if applicable, each Pari Passu Companion Rating Agency), except that such condition need not be satisfied if such succession occurs solely as a result of a merger in which such Master Servicer, the Servicer or Special Servicer, as applicable, is the surviving Person under applicable law, and (ii) the successor or surviving Person makes the Mortgage Loan Seller unless such succession will not result 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), as applicable. Notwithstanding the foregoing, no Master Servicer or Special Servicer may remain the Master Servicer or Special Servicer under this Agreement after (x) being merged or consolidated with or into any withdrawalPerson that is a Prohibited Party, downgrade or qualification (y) transferring all or substantially all of the rating then assigned by [either] Rating Agency its assets to any Class Person if such Person is a Prohibited Party at the time of Certificates such merger, consolidation or transfer, except with respect to clause (x) and (y), as confirmed applicable, to the extent (i) such Master Servicer or such Special Servicer is the surviving entity of such merger, consolidation or transfer and has been in writing)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.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the a Master Servicer, the Special Servicer or the REMIC Administrator. Special Servicer. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and 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, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers 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 Seller, the a 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 Seller, the a Master Servicer, the Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such 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 either Master Servicer, Servicer or the Special Servicer, or the Mortgage Loan Seller Servicer unless (i) such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] an Adverse Rating Agency Event with respect to any Class of Rated Certificates (as confirmed in writingwriting to the Trustee by each Rating Agency for the Rated Certificates) and, solely with respect to the applicable Master Servicer or Special Servicer for any Serviced Mortgage Loan Group that includes one or more Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are outstanding, if such Serviced Mortgage Loan Group is then serviced and administered under this Agreement, will not result in an Adverse Rating Event with respect to any class of the related Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan Securities), as applicable, and (ii) such 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 PAR as a Master Servicer), Section 2.06 (in the case of a successor or surviving Person to WFB as a Master Servicer), Section 2.07 (in the case of a successor or surviving Person to the Special Servicer), as applicable.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the a Master Servicer, the Special Servicer or the REMIC Administrator. Special Servicer. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator Servicers shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Servicer or a 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 a Master Servicer, the a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such 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 either Master Servicer, the Servicer or a Special Servicer, or the Mortgage Loan Seller Servicer unless (i) such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] an Adverse Rating Agency Event with respect to any Class of Rated Certificates (as confirmed in writingwriting to the Trustee by each Rating Agency for the Rated Certificates) and, solely with respect to the applicable Master Servicer or applicable Special Servicer for any Serviced Mortgage Loan Group that includes one or more Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are outstanding, if such Serviced Mortgage Loan Group is then serviced and administered under this Agreement, will not result in an Adverse Rating Event with respect to any class of the related Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan Securities), as applicable, and (ii) such 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 PAR as a Master Servicer), Section 2.06 (in the case of a successor or surviving Person to WFB as a Master Servicers), Section 2.07 (in the case of a successor or surviving Person to the General Special Servicer), as applicable or Section 2.08 (in the case of a successor or surviving Person to a Loan Specific Special Servicer).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the a Master Servicer, the Special Servicer or the REMIC Administrator. Special Servicer. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator Servicers shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Servicer or a 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 a Master Servicer, the a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such 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 either Master Servicer, the Servicer or a Special Servicer, or the Mortgage Loan Seller Servicer unless (i) such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] an Adverse Rating Agency Event with respect to any Class of Rated Certificates (as confirmed in writingwriting to the Trustee by each Rating Agency for the Rated Certificates) and, solely with respect to the applicable Master Servicer or applicable Special Servicer for any Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are outstanding, if such Serviced Mortgage Loan Group is then serviced and administered under this Agreement, will not result in an Adverse Rating Event with respect to any class of the related Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan Securities), as applicable, and (ii) such 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 PAR as a Master Servicer), Section 2.06 (in the case of a successor or surviving Person to WFB as a Master Servicers), Section 2.07 (in the case of a successor or surviving Person to the General Special Servicer), as applicable or Section 2.08 (in the case of a successor or surviving Person to a Loan Specific Special Servicer).

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, Master Servicer and the Special Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer, Servicer and the Special Servicer or the REMIC Administrator. Servicer. (a) Subject to the following paragraphsubsection (b) below, the Depositor, the Mortgage Loan Seller, 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 organizationincorporation, 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 260 Agreement, the Certificates or any of the Mortgage Loans or any Serviced B Notes and to perform its respective duties under this Agreement. . (b) The Depositor, the Mortgage Loan Seller, 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 Seller, 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 Seller, the Master Servicer, Servicer and the Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicer and the Special Servicer or the REMIC AdministratorServicer, 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 (i) with respect to the rights of the Master Servicer, Servicer or the Special Servicer, such Person is qualified to service multifamily mortgage loans on behalf of FNMA or the Mortgage Loan Seller unless FHLMC and (ii) such merger, consolidation or succession will not result in any withdrawalthe downgrade, downgrade qualification or qualification withdrawal of the rating then assigned then-current ratings of the Classes of Certificates that have been so rated (as evidenced by [either] a letter to such effect from each Rating Agency Agency). (c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to any Class the contrary, the Master Servicer and the Special Servicer may assign all of its rights and delegate all of its duties and obligations under this Agreement; provided, that the Person accepting such assignment or delegation shall be a Person that is qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the Depositor, is willing to service the Mortgage Loans and the Serviced B Notes 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; provided, further, that such assignment or delegation will not result in the downgrade, qualification or withdrawal of the then-current ratings of the Classes of Certificates (as confirmed evidenced by a Rating Agency Confirmation). 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 writing)the preceding sentence. Notwithstanding anything above to the contrary, the Master Servicer may, in its sole discretion, appoint Sub-Servicers in accordance with Section 3.23 hereof and each of the Master Servicer and Special Servicer, in its sole discretion, may appoint independent contractors or agents to perform select duties thereof; provided, that neither the Master Servicer nor the Special Servicer shall be relieved from such duties solely by virtue of such appointment.

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 SellerMaster Servicers, the Master Servicer, Trust Advisor or the Special Servicer or the REMIC Administrator. Servicers. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master ServicerServicers, the Special Servicer Servicers and the REMIC Administrator Trust Advisor shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan SellerMaster Servicers, the Master Servicer, Trust Advisor and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Trust Advisor or a 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 a Master Servicer, the Trust Advisor or a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such Master Servicer, the Trust Advisor or such Special Servicer or the REMIC AdministratorServicer, 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 so succeed to the rights and duties of a Master Servicer or a Special Servicer unless (i) such succession is the subject of a Rating Agency Confirmation (subject to Section 3.27) from each Rating Agency, except that such condition need not be satisfied if such succession occurs solely as a result of a merger in which such Master Servicer, the Servicer or such Special Servicer, as applicable, is the surviving Person under applicable law, and (ii) the successor or surviving Person makes the Mortgage Loan Seller unless such succession will not result 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), as applicable. Notwithstanding the foregoing, no Master Servicer or Special Servicer may remain a Master Servicer or a Special Servicer, as applicable, under this Agreement after (x) being merged or consolidated with or into any withdrawalPerson that is a Prohibited Party, downgrade or qualification (y) transferring all or substantially all of the rating then assigned by [either] Rating Agency its assets to any Class Person if such Person is a Prohibited Party at the time of Certificates such merger, consolidation or transfer, except with respect to clause (x) and (y), as confirmed applicable, to the extent (i) such Master Servicer or such Special Servicer is the surviving entity of such merger, consolidation or transfer and has been in writing)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.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, ----------------------------------------------------- the Master Servicer, the Special Servicer or the REMIC Administrator. --------------------------------------------------------------------- (a) 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. . (b) 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, Servicer or the Special Servicer, or the Mortgage Loan Seller 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). In accordance with Section 11.02, The Master Servicer and the Special Servicer and such successor or surviving Person shall notify the Depositor and the Trustee of any such merger, conversion or consolidation at least two Business Days prior to the effective date thereof and shall provide the Depositor and the Trustee with all information reasonably requested by the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K not later than the effective date of such merger, conversion or consolidation.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, Master Servicer and the Special Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer, Servicer and the Special Servicer or the REMIC Administrator. Servicer. (a) Subject to the following paragraphsubsection (b) below, the Depositor, the Mortgage Loan Seller, 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 organizationincorporation, 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. . (b) The Depositor, the Mortgage Loan Seller, 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 Seller, 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 Seller, the Master Servicer, Servicer and the Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicer and the Special Servicer or the REMIC AdministratorServicer, 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; providedprovided that (i) such Person is qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC and (ii) such merger, however, that no successor consolidation 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 withdrawalthe downgrade, downgrade qualification or qualification withdrawal of the rating then assigned by [either] Rating Agency to any Class then-current ratings of the Classes of Certificates that have been so rated (as confirmed in writingevidenced 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, the Master Servicer and the Special Servicer may assign all of its rights and delegate all of its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person that is qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the Depositor, is willing to service the Mortgage Loans 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; provided further that such assignment or delegation will not result in the downgrade, qualification or withdrawal 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). 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. Notwithstanding anything above to the contrary, each of the 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 be relieved from such duties solely by virtue of such appointment.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the a Master Servicer, the Special Servicer or the REMIC Administrator. Special Servicer. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator Servicers shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Servicer or a 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 a Master Servicer, the a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such 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 either Master Servicer, the Servicer or a Special Servicer, or the Mortgage Loan Seller Servicer unless (i) such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] an Adverse Rating Agency Event with respect to any Class of Rated Certificates (as confirmed in writingwriting to the Trustee by each Rating Agency for the Rated Certificates) and, solely with respect to the applicable Master Servicer or applicable Special Servicer for any Serviced Mortgage Loan Group that includes one or more Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are outstanding, if such Serviced Mortgage Loan Group is then serviced and administered under this Agreement, will not result in an Adverse Rating Event with respect to any class of the related Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan Securities), as applicable, and (ii) such 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 PAR as a Master Servicer), Section 2.06 (in the case of a successor or surviving Person to WFB as a Master Servicers), Section 2.07 (in the case of a successor or surviving Person to the Special Servicer), as applicable or Section 2.08 (in the case of a successor or surviving Person to the Lock up Storage Centers Special Servicer).

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.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, Master Servicer and the Special Servicer; Assignment of Rights and Delegation of Duties by the Master Servicer, Servicer and the Special Servicer or the REMIC Administrator. Servicer. (a) Subject to the following paragraphsubsection (b) below, the Depositor, the Mortgage Loan Seller, 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 organizationincorporation, 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. . (b) The Depositor, the Mortgage Loan Seller, 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 Seller, 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 Seller, the Master Servicer, Servicer and the Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicer and the Special Servicer or the REMIC AdministratorServicer, 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, provided that no successor or surviving Person shall succeed (i) with respect to the rights of the Master Servicer, Servicer or the Special Servicer, such Person is qualified to service multifamily mortgage loans on behalf of FNMA or the Mortgage Loan Seller unless FHLMC and (ii) such merger, consolidation or succession will not result in any withdrawalthe downgrade, downgrade qualification or qualification withdrawal of the rating then assigned then-current ratings of the Classes of Certificates that have been so rated (as evidenced by [either] 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, the Master Servicer and the Special Servicer may assign all of its rights and delegate all of its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation shall be a Person that is qualified to service multifamily mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the Trustee and the Depositor, is willing to service the Mortgage Loans 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; provided further that such 165 assignment or delegation will not result in the downgrade, qualification or withdrawal of the then-current ratings of the Classes of Certificates that have been rated (as evidenced by a Rating Agency Confirmation). 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 any Class the satisfaction of Certificates (as confirmed the conditions to such assignment and delegation set forth in writing)the preceding sentence. Notwithstanding anything above to the contrary, the 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 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 a Master Servicer, the Special Servicer or the REMIC Administrator. a Special Servicer. (a) Subject to the following paragraphSECTION 6.02(b), the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator Servicers shall each will keep in full effect its existence, rights and franchises as a corporation corporation, bank, trust company, partnership, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and the Special Servicer and the REMIC Administrator each Servicers 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 a Master Servicer, the Servicer or a 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 a Master Servicer, the a Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such Master Servicer, the Special Servicer or the REMIC Administratorsuch Special 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; providedPROVIDED, howeverHOWEVER, that no successor or surviving Person shall succeed to the rights of the any Master Servicer, the Servicer or Special Servicer, or the Mortgage Loan Seller Servicer unless (i) such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] an Adverse Rating Agency Event with respect to any Class of Rated Certificates (as confirmed in writingwriting to the Trustee by each Rating Agency) and (ii) such 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 General Master Servicer), SECTION 2.06 (in the case of a successor or surviving Person to the General Special Servicer), SECTION 2.07 (in the case of a successor or surviving Person to the Co-op Master Servicer) or SECTION 2.08 (in the case of a successor or surviving Person to the Co-op Special Servicer), as applicable.

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the a Master Servicer, the Special Servicer or the REMIC Administrator. Special Servicer. (a) Subject to the following paragraphSection 6.02(b), the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers and 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, limited liability company, association or other business organization legal entity under the laws of the jurisdiction of its organizationwherein it was organized, and each will shall obtain and preserve its qualification to do business as a foreign corporation or otherwise 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 and to perform its respective duties under this Agreement. The . (b) Each of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicers 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 Seller, the a 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 Seller, the a Master Servicer, the Special Servicer or the REMIC AdministratorServicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the such 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 either Master Servicer, Servicer or the Special Servicer, or the Mortgage Loan Seller Servicer unless (i) such succession will not result in any withdrawal, downgrade or qualification of the rating then assigned by [either] an Adverse Rating Agency Event with respect to any Class of Rated Certificates (as confirmed in writingwriting to the Trustee by each Rating Agency for the Rated Certificates) and, solely with respect to the applicable Master Servicer for the Marquis Apartments Loan Group, the applicable Master Servicer for the Plaza La Cienega Loan Group or the applicable Master Servicer for the Garden State Pavilion Loan Group, and with respect to the Special Servicer, for as long as the Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group, as applicable, is serviced and administered under this Agreement, will not result in an Adverse Rating Event with respect to any class of Marquis Apartments Non-Pooled Mortgage Loan Securities, any class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or any class of Garden State Pavilion Non-Pooled Mortgage Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for the Marquis Apartments Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable), as applicable, and (ii) such 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 PAR as a Master Servicer), Section 2.06 (in the case of a successor or surviving Person to WFB as a Master Servicers) or Section 2.07 (in the case of a successor or surviving Person to the Special Servicer).

Merger Consolidation or Conversion. of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer or the REMIC Administrator. Special Servicer. (a) Subject to the following paragraphsubsection (b) below, the Depositor, the Mortgage Loan Seller, 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 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 corporation or otherwise 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 Depositor, the Mortgage Loan Seller, 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, which may be limited to all or substantially all of its assets relating related to the business of commercial 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, 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 Seller, the Master Servicer, the Special Servicer or the REMIC AdministratorSpecial Servicer, shall be the successor of the Depositor, the Mortgage Loan Seller, the Master Servicer, Servicer and the Special Servicer (such Person, in the case of the Master Servicer or the REMIC AdministratorSpecial 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 or the Special Servicer, 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 such merger, consolidation 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 a withdrawal, downgrade downgrading or qualification of the rating then assigned then-current ratings of the Classes of Certificates or any class of Serviced Companion Loan Securities that have been so rated (as evidenced by [either] a letter to such effect from each Rating Agency Agency); provided, further however, that for so long as the Trust, and, with respect to any Class Companion Loan included as part of Certificates the trust in a related Other Securitization, is subject to the reporting requirements of the Exchange Act, if the Master Servicer or the Special Servicer 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 confirmed the case may be, notifies the Master Servicer or the Special Servicer, as applicable, in writingwriting 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 shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity. If, within 60 days following the date of delivery of the Merger Notice to the Depositor, the Depositor shall have failed to notify the Master Servicer or the Special Servicer, as applicable, in writing of the Depositor's determination 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 second 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 7.01.

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.