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

Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor. Each of the Servicer, Special Servicer and Operating Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer, Special Servicer, Depositor or Operating Advisor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer, Special Servicer, Depositor or Operating Advisor shall be a party, or any Person succeeding to the business of the Servicer, Special Servicer, Depositor or Operating Advisor (which, in the case of the Operating Advisor, may be limited to succeeding to all or substantially all of its assets relating to acting as a trust advisor or operating advisor for commercial mortgage securitizations), shall be the successor of the Servicer, Special Servicer, Depositor or Operating Advisor as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer, Special Servicer, Depositor or Operating Advisor 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 Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person (except that if the successor or surviving Person is the Servicer, the Special Servicer, the Depositor or the Operating Advisor, as applicable, the obligation to provide a Rating Agency Confirmation shall not apply).

Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor. Each of the Servicer, Special Servicer and Operating Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer, Special Servicer, Depositor or Operating Advisor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer, Special Servicer, Depositor or Operating Advisor shall be a party, or any Person succeeding to the business of the Servicer, Special Servicer, Depositor or Operating Advisor (which, in the case of the Operating Advisor, may be limited to succeeding to all or substantially all of its assets relating to acting as a trust advisor or operating advisor for commercial mortgage securitizations), shall be the successor of the Servicer, Special Servicer, Depositor or Operating Advisor as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer, Special Servicer, Depositor or Operating Advisor 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 Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person (except that if the successor or surviving Person is the Servicer, the Special Servicer, the Depositor or the Operating Advisor, as applicable, the obligation to provide a Rating Agency Confirmation shall not apply).

Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor. Each of the Servicer, Special Servicer and Operating Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Servicer, Special Servicer, Depositor or Operating Advisor may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer, Special Servicer, Depositor or Operating Advisor shall be a party, or any Person succeeding to the business of the Servicer, Special Servicer, Depositor or Operating Advisor (which, in the case of the Operating Advisor, may be limited to succeeding to all or substantially all of its assets relating to acting as a trust advisor or operating advisor for commercial mortgage securitizations), shall be the successor of the Servicer, Special Servicer, Depositor or 157 Operating Advisor as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer, Special Servicer, Depositor or Operating Advisor 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 Certificate Administrator or the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person (except that if the successor or surviving Person is the Servicer, the Special Servicer, the Depositor Servicer or the Operating Advisor, as applicable, the obligation to provide a Rating Agency Confirmation shall not apply).