Common use of Merger or Consolidation of the Servicer and Special Servicer Clause in Contracts

Merger or Consolidation of the Servicer and Special Servicer. Subject to the third paragraph of this Section 6.2, the Servicer will keep in full effect its existence, rights and good standing as a ____________ ___________ under the laws of the State of __________ 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 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 Florida 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 Servicer and the Special 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 Servicer or the Special Servicer, as applicable hereunder, and shall be deemed to have assumed all of the liabilities of the Servicer or the Special Servicer, as applicable hereunder, if each of the Rating Agencies has confirmed in writing that such merger, consolidation or transfer and succession shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of Certificates.

Merger or Consolidation of the Servicer and Special Servicer. Subject to the third paragraph of this Section 6.2, the Servicer will keep in full effect its existence, rights and good standing as a ____________ ___________ limited partnership under the laws of the State of __________ Missouri 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 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 [corporation] under the laws of the State of Florida ________ and will not jeopardize its ability to do business in each jurisdiction in which one or more of the 120 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 Servicer and the Special 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 Servicer or the Special Servicer, as applicable hereunder, and shall be deemed to have assumed all of the liabilities of the Servicer or the Special Servicer, as applicable hereunder, if each of the Rating Agencies has confirmed in writing that such merger, consolidation or transfer and succession shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of Certificates.

Merger or Consolidation of the Servicer and Special Servicer. Subject to the third paragraph of this Section 6.2, the Servicer will keep in full effect its existence, rights and good standing as a ____________ ___________ limited partnership under the laws of the State of __________ Missouri 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 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 limited partnership under the laws of the State of Florida Missouri 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 Servicer and the Special 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 Servicer or the Special Servicer, as applicable hereunder, and shall be deemed to have assumed all of the liabilities of the Servicer or the Special Servicer, as applicable hereunder, if each of the Rating Agencies has confirmed in writing that such merger, consolidation or transfer and succession shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of Certificates.

Merger or Consolidation of the Servicer and Special Servicer. Subject to the third paragraph of this Section 6.2, the Servicer will keep in full effect its existence, rights and good standing as a ____________ ___________ limited partnership under the laws of the State of __________ Missouri 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 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 limited partnership under the laws of the State of Florida Missouri 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 Servicer and the Special 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 Servicer or the Special Servicer, as applicable hereunder, and shall be deemed to have assumed all of the liabilities of the Servicer or the Special Servicer, as applicable hereunder, if each of the Rating Agencies has confirmed in writing that such merger, consolidation or transfer and succession shall not result, in and of itself, in a downgrading, withdrawal or qualification of the rating then assigned by such Rating Agency to any Class of Certificates.. 128