Common use of CORPORATE EXISTENCE OF THE CONTRIBUTOR Clause in Contracts

CORPORATE EXISTENCE OF THE CONTRIBUTOR. The Contributor will keep in full force and effect its existence, rights and franchise as a corporation under the laws of its jurisdiction of incorporation and will preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to protect the validity and enforceability of any of the Contracts or to permit performance of the Contributor's duties under this Agreement. The Contributor shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof, (ii) the surviving entity, if not the Contributor, shall execute and deliver to the Transferor, the Servicer and the Trustee, in form and substance satisfactory to each of them, (x) an instrument expressly assuming all of the obligations of the Contributor hereunder, and (y) an Officer's Certificate to the effect that such Person is a corporation of the type described in the preceding clause (i), has effectively assumed the obligations of the Contributor hereunder, that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, and, that all UCC financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Transferor, the Issuer and Trustee in the Trust Property, and reciting the details of such filings, or stating that no such action shall be necessary to preserve and protect such interest, (iii) the Contributor shall deliver to the Trustee a letter from each Rating Agency to the effect that such consolidation, merger or succession will not, in and of itself, result in a downgrading of the ratings for the Notes and (iv) immediately after giving effect to such transaction, no event of default under any Transaction Document, and no event which, after notice or lapse of time, or both, would become an event of default shall have occurred and be continuing.

CORPORATE EXISTENCE OF THE CONTRIBUTOR. The Contributor will keep in full force and effect its existence, rights and franchise as a corporation under the laws of its jurisdiction of incorporation and will preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is necessary to protect the validity validity, and enforceability of any of the Contracts or to permit performance of the Contributor's duties under this Agreement. The Contributor shall not merge or consolidate with any other Person unless (i) the entity surviving such merger or consolidation is a corporation organized under the laws of the United States or any jurisdiction thereof, (ii) the surviving entity, if not the Contributor, shall execute and deliver to the Transferor, the Servicer and the Trustee, in form and substance satisfactory satisfactory, to each of them, (x) an instrument expressly assuming all of the obligations of the Contributor hereunder, and (y) an Officer's Certificate to the effect that such Person is a corporation of the type described in the preceding clause (i), has effectively assumed the obligations of the Contributor hereunder, that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, and, that all UCC financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Transferor, the Issuer and Trustee in the Trust Property, and reciting the details of such filings, or stating that no such action shall be necessary to preserve and protect such interest, (iii) the Contributor shall deliver to the Trustee a letter from each Rating Agency to the effect that such consolidation, merger or succession will not, in and of itself, result in a downgrading of the ratings for the Notes and (iv) immediately after giving effect to such transaction, no event of default under any Transaction Document, and no event which, after notice or lapse of time, or both, would become an event of default shall have occurred and be continuing.