Common use of Merger or Consolidation of the Primary Servicer Clause in Contracts

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, (iii) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (iv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation national banking association under the laws of the jurisdiction United States of its incorporationAmerica. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans and the Serviced Companion Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Servicer, which consent may not be unreasonably withheld, and (iii) shall have assumed in writing the obligations of the Primary Servicer under this Agreement. Notwithstanding the foregoing, and the Primary Servicer may not remain the Primary Servicer under this Agreement after (ivx) must not be 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 that (i) the Primary Servicer 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 under the Pooling and Servicing Agreement or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation national banking association under the laws of the jurisdiction United States of its incorporationAmerica. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans and the Serviced Companion Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD-approved servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iiiiv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement. Notwithstanding the foregoing, and the Primary Servicer may not remain the Primary Servicer under this Agreement after (ivx) must not be 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 that (i) the Primary Servicer 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 under the Pooling and Servicing Agreement or (ii) the Depositor consents to such merger, consolidation or transfer, which consent shall not be unreasonably withheld.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction state of its incorporationformation. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD-approved servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iiiiv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (iv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties Property for the Mortgage Loans are Serviced Loan Combination is situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, (iii) must not be a Prohibited Party, and (iv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (iv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation national banking association under the laws of the jurisdiction of its incorporationUnited States. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iiiiv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement; provided, and further, however, that clause (iviii) must in the immediately preceding proviso shall not be required for a Prohibited Partymerger in which the Primary Servicer is the surviving entity under applicable law.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation national banking association under the laws of the jurisdiction United States of its incorporationAmerica. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans and the Serviced Companion Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Servicer, which consent may not be unreasonably withheld, and (iii) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (iv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation national banking association under the laws of the jurisdiction of its incorporationUnited States. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans and A/B Whole Loan are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master Servicer, which consent may not be unreasonably conditioned or withheld, and (iii) shall have assumed in writing the obligations of the Primary Servicer under this Agreement. Upon such merger or consolidation, the Primary Servicer shall comply with Section 13.2(b) of the Pooling and (iv) must not be a Prohibited PartyServicing Agreement as incorporated herein as Section 3.01(c)(37).

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation national banking association under the laws of the jurisdiction of its incorporationUnited States. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans and Loan Combination are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master Servicer, which consent may not be unreasonably conditioned or withheld, and (iii) shall have assumed in writing the obligations of the Primary Servicer under this Agreement. Upon such merger or consolidation, the Primary Servicer shall comply with Section 10.03 of the Pooling and (iv) must not be a Prohibited PartyServicing Agreement as incorporated herein as Section 3.01(c)(37).

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, (iii) must not be a Prohibited Party, and (iv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (iv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction state of its incorporationformation. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD- approved servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iiiiv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (iv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporation. The Primary Servicer formation except as permitted herein, and shall continue obtain and preserve its qualification to be authorized to transact do business as a foreign limited liability company in the state or states each jurisdiction in which such qualification is or shall be necessary to protect the Mortgaged Properties for validity and enforceability of this Agreement or the Mortgage Loans are situated, if Loan and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of duties under this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to the business of the Primary Servicer, or any Person succeeding to all or substantially all of the servicing business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the origination and servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for Xxxxxxx Mac or Xxxxxx Mae or a HUD-approved servicer, (iii) must be reasonably acceptable to the Master Servicer, which consent may not be unreasonably withheld, (iiiiv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (ivv) must not be a Prohibited Party.

Merger or Consolidation of the Primary Servicer. The Primary Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation. The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement. Any Person into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for Fxxxxxx Mac or Fxxxxx Mae or a HUD-approved servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, (iiiiv) shall have assumed in writing the obligations of the Primary Servicer under this Agreement, and (ivv) must not be a Prohibited Party.