Common use of Amendment of Certificate of Incorporation Clause in Contracts

Amendment of Certificate of Incorporation. The Contributor shall not merge or consolidate with any other Person or permit any other Person to become the successor to the Contributor's business except in accordance with the requirements of this Section. The certificate of incorporation of any corporation (i) into which the Contributor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Contributor shall be a party, or (iii) succeeding to the business of Contributor, shall contain provisions relating to limitations on business and other matters substantively identical to those contained in the Contributor's certificate of incorporation. Any such successor corporation shall execute an agreement of assumption of every obligation of the Contributor under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Contributor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Contributor shall provide prompt notice of any merger, consolidation or succession pursuant to this Section 6.2 to the Issuer, the Trustee and the Rating Agencies. Notwithstanding the foregoing, the Contributor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Contributor's business, unless (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.4 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default or a Servicer Termination Event shall have occurred and be continuing, (x) the Contributor shall have delivered to the Issuer and the Trustee a certificate of a Responsible Officer of the Contributor and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (y) the Contributor shall have delivered to the Issuer and the Trustee an Opinion of Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Trust Assets and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest, and (z) the Rating Agency Condition shall have been satisfied.

Amendment of Certificate of Incorporation. The Contributor Company shall use its best efforts to amend the Restated Certificate of Incorporation of the Company to contain in substance the following provisions: A. A director of the corporation shall not merge or consolidate with any other Person or permit any other Person to become the successor be liable to the Contributor's business corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability which, by express provision of the General Corporation Law of Delaware as in accordance with effect from time to time (hereinafter the requirements of this Section. The certificate of incorporation of any corporation "Delaware Law"), cannot be eliminated. (i) into which The corporation shall, to the Contributor may be merged fullest extent permitted by Delaware Law, indemnify any person (the "Indemnitee") who is or consolidatedwas involved in any manner (including, without limitation, as a party or a witness) in any threatened, pending or completed investigation, claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation, any action, suit or proceeding brought by or in the right of the corporation to procure a judgment in its favor) (a "Proceeding") by reason of the fact that Indemnitee is or was a director, officer or employee of the corporation, or is or was serving another entity in such capacity at the request of the corporation, against all expenses and liabilities actually and reasonably incurred by Indemnitee in connection with such Proceeding. (ii) resulting from any merger or consolidation The right to which the Contributor indemnification conferred by this Article shall be presumed to have been relied upon by the Indemnitee and shall be enforceable as a partycontract right. The corporation may enter into contracts to provide individual Indemnitees with specific rights of indemnification to the fullest extent permitted by Delaware Law and may create trust funds, grant security interests, obtain letters of credit or use other means to ensure the payment of such amounts as may be necessary to effect the rights provided in this Article or in any such contract. (iii) succeeding Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Article and the business corporation shall have the burden of Contributorproof to overcome that presumption in reaching any contrary determination. Such indemnification shall include the right to receive payment in advance of any expenses incurred by the Indemnitee in connection with any Proceeding, consistent with the provisions of Delaware Law. C. Any repeal or modification of the foregoing provisions of this Article shall contain provisions relating not adversely affect any right or protection of any director or any Indemnitee existing at the time of such repeal or modification. D. The amendment or repeal of this Article shall require the approval of the holders of shares representing at least eighty percent (80%) of the shares of the corporation entitled to limitations on business and other matters substantively identical to those contained vote in the Contributor's certificate election of incorporation. Any such successor corporation shall execute an agreement of assumption of every obligation of the Contributor under this Agreement and each Related Document anddirectors, whether or not such assumption agreement is executed, shall be the successor to the Contributor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Contributor shall provide prompt notice of any merger, consolidation or succession pursuant to this Section 6.2 to the Issuer, the Trustee and the Rating Agencies. Notwithstanding the foregoing, the Contributor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Contributor's business, unless (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.4 shall have been breached (for purposes hereof, such representations and warranties shall speak voting as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default or a Servicer Termination Event shall have occurred and be continuing, (x) the Contributor shall have delivered to the Issuer and the Trustee a certificate of a Responsible Officer of the Contributor and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (y) the Contributor shall have delivered to the Issuer and the Trustee an Opinion of Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Trust Assets and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest, and (z) the Rating Agency Condition shall have been satisfiedone class.

Amendment of Certificate of Incorporation. The Contributor Depositor shall not merge or consolidate with any other Person or permit any other Person to become the successor to the ContributorDepositor's business except in accordance with the requirements of this Section. The certificate of incorporation of any corporation (i) into which the Contributor Depositor may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Contributor Depositor shall be a party, or (iii) succeeding to the business of ContributorDepositor, shall contain provisions relating to limitations on business and other matters substantively identical to those contained in the ContributorDepositor's certificate of incorporation. Any such successor corporation shall execute an agreement of assumption of every obligation of the Contributor Depositor under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Contributor Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement. The Contributor Depositor shall provide prompt written notice of any merger, consolidation or succession pursuant to this Section 6.2 to the IssuerOwner Trustee, the Indenture Trustee and the Rating Agencies. Notwithstanding the foregoing, the Contributor Depositor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the ContributorDepositor's business, unless (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.4 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time, or both, would become an Event of Default or a Servicer Termination Event shall have occurred and be continuing, (x) the Contributor Depositor shall have delivered to the Issuer Owner Trustee and the Indenture Trustee a certificate of a Responsible Officer of the Contributor Depositor and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.2 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (y) the Contributor Depositor shall have delivered to the Issuer Owner Trustee and the Indenture Trustee an Opinion of Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Issuer in the Trust Assets and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest, and (z) the Rating Agency Condition shall have been satisfied.