Common use of Merger or Consolidation of the Operating Advisor Clause in Contracts

Merger or Consolidation of the Operating Advisor. Any Person into which the Operating Advisor may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Operating Advisor shall be a party, or any Person succeeding to all or substantially all of the mortgage surveillance business of the Operating Advisor, shall be the successor of the Operating Advisor hereunder, and shall be deemed to have assumed all of the liabilities and obligations of the Operating Advisor hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee. The successor or surviving Person shall provide prompt written notice of the merger or consolidation to the Trustee, the Servicer and the Special Servicer, the Certificate Administrator and the 17g-5 Information Provider. If a Responsible Officer of the Trustee has received written notice of, or otherwise has actual knowledge that, any such successor or surviving Person is not an Eligible Operating Advisor, the Trustee shall terminate the successor or surviving Person as 243 Operating Advisor and appoint a successor Operating Advisor, such termination and replacement to be effected in the manner set forth in Section 9.8; provided, however, that in no event shall the Trustee incur any liability or expense in connection with such termination of the prior Operating Advisor or the appointment of a successor Operating Advisor. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of the termination of the successor or surviving Person as Operating Advisor, the Trustee shall provide written notice thereof to the Depositor, and the Depositor shall be permitted, but not required, to find a replacement Operating Advisor meeting the requirements of this Agreement.

Merger or Consolidation of the Operating Advisor. Any Person into which the Operating Advisor may be merged or consolidated, or any Person resulting from any merger, conversion, other change in form or consolidation to which the Operating Advisor shall be a party, or any Person succeeding to all or substantially all of the mortgage surveillance business of the Operating Advisor, shall be the successor of the Operating Advisor hereunder, and shall be deemed to have assumed all of the liabilities and obligations of the Operating Advisor hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto; provided, however, that such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee. The successor or surviving Person shall provide prompt written notice of the merger or consolidation to the Trustee, the Servicer and the Special Servicer, the Certificate Administrator and the 17g-5 Information Provider. If a Responsible Officer of the Trustee has received written notice of, or otherwise has actual knowledge that, any such successor or surviving Person is not an Eligible Operating Advisor, the Trustee shall terminate the successor or surviving Person as 243 Operating Advisor and appoint a successor Operating Advisor, such termination and replacement to be effected in the manner set forth in Section 9.8; provided, however, that in no event shall the Trustee incur any liability or expense in connection with such termination of the prior Operating Advisor or the appointment of a successor Operating Advisor. Notwithstanding the foregoing, if the Trustee is unable to find a successor Operating Advisor within 30 days of the termination of the successor or surviving Person as Operating Advisor, the Trustee shall provide written notice thereof to the Depositor, and the Depositor shall be permitted, but not required, to find a replacement Operating Advisor meeting the requirements of this Agreement.