Common use of Merger or Consolidation of the Sub-Servicer Clause in Contracts

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 liability company under the laws of the jurisdiction state 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 Agreement, the Mortgage Loans or the Mortgage Serviced Companion 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 company whose business includes is 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 lawis situated, (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, Servicer and (iviii) shall have assumed assume in writing the obligations of the Sub-Servicer under this Agreement. Notwithstanding the foregoing, and the Sub-Servicer may not remain the Sub-Servicer under this Agreement after (vx) 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 Sub-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 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, (iviii) shall have assumed in writing the obligations of the Sub-Servicer under this Agreement, and (viv) must not be a Prohibited Party.

Merger or Consolidation of the Sub-Servicer. The Subject to the following paragraph, the Sub-Servicer shall keep in full effect its existence, rights and franchises good standing as a limited liability company under the laws of the jurisdiction state of its formation except as permitted herein, organization and shall obtain and preserve not jeopardize its qualification ability to do business as a foreign limited liability company in each jurisdiction in which such qualification is the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement, or shall be necessary to protect the validity and enforceability of this Agreement Agreement, the Certificates 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, 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 company whose business includes the origination and servicing of mortgage loans and shall be authorized to transact business in the each state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable lawsituated, (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 ServicerServicer (which acceptance shall not be unreasonably withheld, conditioned or delayed), and (iviii) shall have assumed assume 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. (a) The Sub-Servicer shall keep in full effect its existence, rights rights, and franchises as a limited liability company corporation under the laws of the jurisdiction state of its formation incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign limited liability company corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Pooling and Servicing Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Agreement and shall continue to meet the requirements of Sections 3.01 and 3.15 of the Pooling and Servicing Agreement as shall be necessary to perform its duties under this Agreement and the Pooling and Servicing Agreement (including maintaining licenses and qualifications necessary to perform its servicing obligations in states where the Mortgaged Properties are located). (b) 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 if the successor or surviving Person (i) must be a business entity whose business includes meets the origination requirements and servicing complies with the terms of mortgage loans Section 3.01 of the Pooling 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 lawServicing Agreement, (ii) must be an approved servicer has received the prior written consent of multifamily mortgage loans for Xxxxxxx Mac or Xxxxxx Mae or a HUD-approved servicerthe Certificate Insurer, and (iii) must be reasonably acceptable to has received the Master Servicer, (iv) shall have assumed in writing the obligations prior written consent of the Sub-Servicer under this Agreement, and (v) must not be a Prohibited PartyServicer.

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 organization. The Sub-Servicer shall obtain and preserve its qualification continue to do be authorized to transact business as a foreign limited liability company in each jurisdiction the state or states in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or 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 Sub-Servicer’s ability to perform its duties under obligations in accordance with the terms of 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, which consent may not be unreasonably withheld, (iviii) shall have assumed in writing the obligations of the Sub-Servicer under this Agreement, Agreement and (viv) 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 liability company national banking association 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 AgreementUnited States. 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 Freddie Mac or Xxxxxx Fannie Mae or a HUD-approved Approved servicer, (iii) must be reasonably acceptable xxxxxxxble to the Master txx Xxxter Servicer, which consent may not be unreasonably withheld, and (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. (a) The Sub-Servicer shall keep in full effect its existence, rights rights, and franchises as a limited liability company corporation under the laws of the jurisdiction state of its formation incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign limited liability company corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement and the Servicing Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Agreement and shall continue to meet the requirements of Sections 2.01 and 2.14 of the Servicing Agreement as shall be necessary to perform its duties under this Agreement and the Servicing Agreement (including maintaining licenses and qualifications necessary to perform its servicing obligations in states where the Mortgaged Properties are located). (b) 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 if the successor or surviving Person (i) must be a business entity whose business includes meets the origination requirements and servicing complies with the terms of mortgage loans and shall be authorized to transact business in Section 2.01 of the state or states in which the related Mortgaged Properties it is to service are situated to the extent required by applicable lawServicing Agreement, (ii) must be an approved servicer has received the prior written consent of multifamily mortgage loans for Xxxxxxx Mac or Xxxxxx Mae or a HUD-approved servicerthe Financial Guaranty Insurer, and (iii) must be reasonably acceptable to has received the Master Servicer, (iv) shall have assumed in writing the obligations prior written consent of the Sub-Servicer under this Agreement, and (v) must not be a Prohibited PartyServicer.

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 Frxxxxx Xac or Xxxxxx Mae Faxxxx Xae 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 liability company corporation under the laws of the jurisdiction state of its formation incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign limited liability company corporation 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, 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 company whose business includes is 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 lawsituated, (ii) must be an approved servicer of multifamily mortgage loans for Xxxxxxx Mac FHLMC or Xxxxxx Fannie Mae or a HUD-approved servicerAxxxxxxd Xxrvicer, and (iii) must be reasonably acceptable to the Master Servicer, (iv) shall have assumed assume 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 jurisdiction state of its formation except organization or, as permitted hereinapplicable, 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 national banking association under the validity and enforceability laws of this Agreement or the Mortgage Loans and to perform its duties under this AgreementUnited 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, 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 company whose business includes the origination and 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 to the extent required by applicable lawsituated, (ii) must be an approved servicer of multifamily mortgage loans for Xxxxxxx Freddie Mac or Xxxxxx Fannie Mae or a HUD-approved servicerApproved Servicer, (iii) must be reasonably acceptable xxxxxxxbly accexxxxxx to the Master Servicer, and (iv) shall have assumed assume 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 liability company under the laws of the jurisdiction state 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 Agreement, 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 company whose business includes is 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 lawis situated, (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, Servicer and (iviii) shall have assumed assume in writing the obligations of the Sub-Servicer under this Agreement. Notwithstanding the foregoing, and the Sub-Servicer may not remain the Sub-Servicer under this Agreement after (vx) 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 Sub-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.