Common use of Merger or Consolidation of the Clause in Contracts

Merger or Consolidation of the. Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer. Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) 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 Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation.

Merger or Consolidation of the. Master Depositor or the Servicer, the Special Servicer, the Operating Advisor . ------------------------- The Depositor and the Asset Representations Reviewer. Subject Servicer will each do or cause to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor be done all things necessary to preserve and the Asset Representations Reviewer shall keep in full force and effect its existence, rights and good standing as a national banking association, a corporation or a limited liability company, as applicable, under the laws of the state of franchises (charter and statutory) and will each obtain and preserve its organization and shall not jeopardize its ability qualification to do business as a foreign corporation in each jurisdiction in which the Mortgaged Properties are located, to the extent such qualification is or shall be necessary to perform its obligations under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Each of Any Person into which the Master Servicer, Depositor or the Special Servicer, the Operating Advisor and the Asset Representations Reviewer Servicer may be merged or consolidated with or into any Personconsolidated, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) to any Person, in which case any Person resulting from any merger or consolidation to which it the Depositor or the Servicer shall be a party, or any Person succeeding to its businessthe business of the Depositor or the Servicer, shall be the successor of the Master Depositor or the Servicer, as the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicablecase may be, hereunder, and 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 to the Servicer shall be deemed qualified to have assumed all sell mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC. Notwithstanding anything else in this Section 7.02 or in Section 7.04 hereof to the contrary, the Servicer may assign its rights and delegate its duties and obligations under this Agreement (except for the obligation of the Servicer or Seller to effectuate repurchases or substitutions of Mortgage Loans hereunder, including pursuant to Section 2.01, 2.02 or 2.04 hereof, which shall remain with Chevy Chase hereunder); provided, however, that the Servicer gives the Depositor, the Insurer and the Trustee notice of such assignment; and provided further, that such purchaser or transferee accepting such assignment and delegation shall be an institution that is a FNMA and FHLMC approved seller/servicer in good standing, which has a net worth of at leates and delivers to the Depositor and the Trustee an agreement accepting such delegation and assignment, which contains an assumption by such Person of the rights, powers, duties, responsibilities, obligations and liabilities of the Master Servicer, the Special Servicerwith like effect as if originally named as a party to this Agreement; and provided further, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if that each of the Rating Agencies has provided a Rating Agency Confirmation; provided acknowledge that if its rating of the Master Servicer, Certificates in effect immediately prior to such assignment and delegation or its rating of the Special Servicer, risk undertaken by the Operating Advisor Insurer with respect to the Policy will not be qualified or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, reduced as a result of such assignment and delegation. In the mergercase of any such assignment and delegation, the Servicer shall be required released from its obligations under this Agreement (except as provided above), except that the Servicer shall remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to provide a Rating Agency Confirmationthe satisfaction of the conditions to such assignment and delegation set forth in the preceding sentence.

Merger or Consolidation of the. Master Servicer, the Servicer and --------------------------------------------------- Special Servicer, the Operating Advisor and the Asset Representations Reviewer. ---------------- Subject to the following paragraphthird paragraph of this Section 6.2, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall Servicer will keep in full effect its existence, rights and good standing as a national banking association, a corporation or a limited liability company, as applicable, under the laws of the state State of its organization Delaware and shall will not jeopardize its ability to do business in each jurisdiction in which one or more of the Mortgaged Properties are located, to the extent necessary to perform its obligations under this Agreement, located or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement. Subject to the following paragraph, the Special Servicer will keep in full effect its existence, rights and good standing as a corporation under the laws of the state of its incorporation and will not jeopardize its ability to do business in each jurisdiction in which one or more of the Mortgaged Properties are located or to protect the validity and enforceability of this Agreement, the Certificates or any of the Specially Serviced Mortgage Loans and to perform its respective duties under this Agreement. Each of the Master Servicer, Servicer and the Special Servicer, the Operating Advisor and the Asset Representations Reviewer Servicer may be merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations) 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 Master Servicer, Servicer or the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, applicable hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, Servicer or the Special Servicer, as applicable hereunder, if Rating Agency Confirmation has been obtained with respect to such merger, consolidation or transfer and succession (the Operating Advisor cost, if any, of obtaining such confirmation to be paid by the Master Servicer or the Asset Representations ReviewerSpecial Servicer, as applicable, hereunder, if each of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, then the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency Confirmation).