No Assignment; Merger or Consolidation Clause Samples

No Assignment; Merger or Consolidation. Except as otherwise provided for in this Section 6.01 or in Section 2.02, neither the Servicer nor the Special Servicer may assign this Agreement or any of its rights, powers, duties or obligations hereunder without the written consent of the Issuer; provided, however, that the Servicer or the Special Servicer may assign this Agreement to a Qualified Affiliate without the written consent of the Issuer, as long as Servicer or the Special Servicer remains obligated to the same extent and under the same terms and conditions as if the Servicer or the Special Servicer alone was servicing the related Collateral Obligations in accordance with the terms of this Agreement and the Special Servicer or the Servicer, as applicable, receives Rating Agency Confirmations. The Servicer or 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 hereunder, and shall be deemed to have assumed all of the liabilities of the Servicer or the Special Servicer hereunder.

No Assignment; Merger or Consolidation. Except as otherwise provided for in this Section or in Section 2.02 or 6.03(c), neither the Servicer nor the Special Servicer may assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, however, that the Servicer or the Special Servicer may assign this Agreement to a Qualified Affiliate upon satisfaction of the Rating Agency Condition and upon the written consent of the Subordinate Class Representative (with respect to the Servicer) or the applicable Directing Holder (with respect to the Special Servicer). ▇▇▇▇▇▇▇▇.