Merger or Consolidation of the Sub-Servicer. The Sub-Servicer shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Sub-Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Sub-Servicer shall be a party, or any Person succeeding to the business of the Sub-Servicer, or any Person succeeding to all or substantially all of the servicing business of the Sub-Servicer, shall be the successor of the Sub-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, (iv) shall have assumed in writing the obligations of the Sub-Servicer under this Agreement, and (v) must not be a Prohibited Party.
Merger or Consolidation of the Sub-Servicer. The Sub-Servicer shall keep in full effect its existence, rights and franchises as a limited partnership, limited liability company or corporation under the laws of the state of its organization or, as applicable, a national banking association under the laws of the United States of America. Any Person into which the Sub-Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Sub-Servicer shall be a party, or any Person succeeding to the business of the Sub-Servicer, shall be the successor of the Sub-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 company whose business includes the origination or 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 (unless such authorization is not required), (ii) must be reasonably acceptable to the Master Servicer, and (iii) shall assume in writing the obligations of the Sub-Servicer under this Agreement.
Merger or Consolidation of the Sub-Servicer. The Sub-Servicer shall keep in full effect its existence, rights and franchises as a limited liability company under the laws of the state of its organization except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign limited liability company in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which the Sub-Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Sub-Servicer shall be a party, or any Person succeeding to the business of the Sub-Servicer, shall be the successor of the Sub-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 (a) shall assume in writing the obligations of the Sub-Servicer under this Agreement and (b) must be acceptable to the Master Servicer (which acceptance shall not be unreasonably withheld or delayed).
Merger or Consolidation of the Sub-Servicer. Subject to the following paragraph, the Sub-Servicer will keep in full effect its existence, rights and good standing as a corporation, bank, trust company, partnership, limited liability company, association or other legal entity under the laws of the jurisdiction wherein it was organized and will preserve its ability to do business in each jurisdiction in which the Mortgaged Properties are located to the extent necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans or to perform its duties under this Agreement. The Sub-Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person succeeding to its business, shall be the successor of the Sub-Servicer, and shall be deemed to have assumed all of the liabilities of the Sub-Servicer hereunder, in each case without the execution or filing of any paper; provided, however, that no successor or surviving Person shall succeed to the rights of the Sub-Servicer unless the Sub-Servicer has delivered or cause to have been delivered to the Master Servicer a Rating Agency Confirmation to the effect that such merger or consolidation or transfer of assets and succession will not result in a qualification, downgrade or withdrawal of any rating assigned by a Rating Agency to any Class of Certificates. The provisions set forth above in this paragraph shall be subject to the additional conditions set forth in Section 4.02(d) hereof.
