Corporate Existence; Reorganizations. (a) The initial Servicer shall keep in full effect its existence and good standing as a corporation in the Commonwealth of Massachusetts, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer to perform its duties hereunder; provided that the initial Servicer may reorganize as a corporation in another state provided that the initial Servicer has provided to the Indenture Trustee and the Majority Holders an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer to breach any obligation under this Agreement and (ii) such action would be in the best interests of the initial Servicer and would not have a material adverse effect on the Noteholders. (b) The initial Servicer shall not (i) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless (A) either the initial Servicer is the survivor or such Person or the merged or consolidated entity acquires substantially all the assets of the initial Servicer as an entirety, has adequate servicing skills and personnel, is substantially involved in the equipment financing lease business and executes and delivers to the Issuer, the Majority Holders and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Issuer, the Majority Holders and the Indenture Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant, condition and obligation to be performed or observed by the initial Servicer under this Agreement and (B) no Servicer Default or Servicer Event of Default has occurred and is continuing. The initial Servicer shall provide prompt written notice of such event to the Rating Agencies and shall provide to the Indenture Trustee, for the benefit of the Noteholders, an Opinion of Counsel confirming the enforceability of such assumption agreement.
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Corporate Existence; Reorganizations. (a) The initial Servicer shall keep in full effect its existence and good standing as a corporation in the Commonwealth State of Massachusetts, Delaware and shall will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer to perform its duties hereunder; provided provided, however, that the initial Servicer may reorganize as a corporation in another state provided that the initial Servicer has provided state, if to the Indenture Trustee and the Majority Holders an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer to breach any obligation under this Agreement and (ii) such action do so would be in the best interests of the initial Servicer and would not have a material adverse effect on upon the NoteholdersCertificateholders or MBIA.
(b) The initial Servicer shall not (i) (other than pursuant to one or more additional lease pool financings) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless (A) either the initial Servicer is the survivor or such Person or the merged or consolidated entity acquires substantially all the assets of the initial Servicer as an entirety, has adequate servicing skills and personnel, is substantially involved in the equipment financing lease business and executes and delivers to the IssuerTransferor, the Majority Holders MBIA and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the IssuerTransferor, MBIA, the Majority Controlling Holders and the Indenture Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant, covenant and condition and obligation to be performed or observed by the initial Servicer under this Agreement and Agreement, (B) no Servicer Default, Event of Default or Servicer Event Default (or an event that due to the lapse of Default time or failure to act would become a Servicer Default) has occurred and is continuing, and (C) MBIA shall have given its prior written consent. The initial Servicer shall provide prompt written notice of such event to the Rating Agencies and shall provide to the Indenture Trustee, for the benefit of MBIA and the NoteholdersCertificateholders, an Opinion of Counsel confirming the enforceability of such assumption agreement.
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Corporate Existence; Reorganizations. (a) The initial Servicer shall keep in full effect its existence and good standing as a corporation in the Commonwealth State of Massachusetts, Delaware and shall will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer to perform its duties hereunder; provided provided, however, that the initial Servicer may reorganize as a corporation in another state provided that the initial Servicer Transferor has provided to the Indenture Trustee MBIA and the Majority Holders Certificateholders an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer Company to breach any obligation under this Agreement and (ii) such action would be in the best interests of the initial Servicer and would not have a material adverse effect on the NoteholdersCertificateholders or MBIA.
(b) The initial Servicer shall not (i) (other than pursuant to one or more additional lease pool financings) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless (A) either the initial Servicer is the survivor or such Person or the merged or consolidated entity acquires substantially all the assets of the initial Servicer as an entirety, has adequate servicing skills and personnel, is substantially involved in the equipment financing lease business and executes and delivers to the IssuerTransferor, the Majority Holders MBIA and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the IssuerTransferor, MBIA, the Majority Controlling Holders and the Indenture Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant, covenant and condition and obligation to be performed or observed by the initial Servicer under this Agreement and Agreement, (B) no Servicer Default, Event of Default or Servicer Event Default (or an event that due to the lapse of Default time or failure to act would become a Servicer Default) has occurred and is continuing, and (C) MBIA shall have given its prior written consent. The initial Servicer shall provide prompt written notice of such event to the Rating Agencies and shall provide to the Indenture Trustee, for the benefit of the Noteholders, an Opinion of Counsel confirming the enforceability of such assumption agreement.to
Appears in 1 contract
Corporate Existence; Reorganizations. (a) The initial Servicer shall keep in full effect its existence and good standing as a corporation in the Commonwealth State of Massachusetts, Delaware and shall will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer to perform its duties hereunder; provided provided, however, that the initial Servicer may reorganize as a corporation in another state provided that the initial Servicer has provided state, if to the Indenture Trustee and the Majority Holders an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer to breach any obligation under this Agreement and (ii) such action do so would be in the best interests of the initial Servicer and would not have a material adverse effect on upon the NoteholdersCertificateholders or MBIA.
(b) The initial Servicer shall not (i) (other than pursuant to one or more additional lease pool financings) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless (A) either the initial Servicer is the survivor or such Person or the merged or consolidated entity acquires substantially all the assets of the initial Servicer as an entirety, has adequate servicing skills and personnel, is substantially involved in the equipment financing lease business and executes and delivers to the IssuerTransferor, the Majority Holders MBIA and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the IssuerTransferor, MBIA, the Majority Controlling Holders and the Indenture Trustee, which contains an assumption by such Person or entity of the due and punctual performance and observance of each covenant, covenant and condition and obligation to be performed or observed by the initial Servicer under this Agreement and Agreement, (B) no Servicer Default, Event of Default or Servicer Event Default (or an event that due to the lapse of Default time or failure to act would become a Servicer Default) has occurred and is continuing, and (C) MBIA shall have given its prior written consent. The initial Servicer shall provide prompt written notice of such event to the Rating Agencies and shall provide to the Indenture Trustee, for the benefit of MBIA and the NoteholdersCertificateholders, an Opinion of Counsel confirming the enforceability of such assumption agreement.
(c) The Servicer shall provide written notice (to the extent the Servicer has actual knowledge or notice and the provision of such information does not violate any securities laws) to the Trustee and MBIA within ten days after any acquisition by one person or a group of persons acting in concert of more than 50% of the stock of the Servicer.
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Corporate Existence; Reorganizations. (a) The initial Servicer shall keep in full effect its existence and good standing as a corporation in the Commonwealth of Massachusetts, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer to perform its duties hereunder; provided that the initial Servicer may reorganize as a corporation in another state provided that the initial Servicer has provided to the Indenture Trustee and the Majority Holders Controlling Party an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer to breach any obligation under this Agreement and (ii) such action would be in the best interests of the initial Servicer and would not have a material adverse effect on the NoteholdersNoteholders or the Note Insurer.
(b) The initial Servicer shall not (i) convey, transfer or lease substantially all of its assets as an entirety to any Person, or (ii) merge or consolidate with another Person, unless (A) either the initial Servicer is the survivor or such Person or the merged or consolidated entity acquires substantially all the assets of the initial Servicer as an entirety, has adequate servicing skills and personnel, is substantially involved in the equipment financing lease business and executes and delivers to the Issuer, the Majority Holders Controlling Party and the Indenture Trustee an agreement, in form and substance reasonably satisfactory to the Issuer, the Majority Holders Controlling Party and the Indenture Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant, condition and obligation to be performed or observed by the initial Servicer under this Agreement and Agreement, (B) no Servicer Default or Servicer Event of Default has occurred and is continuing, and (C) the Controlling Party shall have given its prior written consent. The initial Servicer shall provide prompt written notice of such event to the Rating Agencies and shall provide to the Indenture Trustee, for the benefit of the Note Insurer and the Noteholders, an Opinion of Counsel confirming the enforceability of such assumption agreement.
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Corporate Existence; Reorganizations. (a) The initial Each of the Servicer, the Special Servicer and the Servicing Advisor shall keep in full effect its existence and good standing as a corporation in the Commonwealth Servicer State of MassachusettsIncorporation, Special Servicer State of Incorporation or the Servicing Advisor State of Incorporation, as applicable, and shall will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial such Servicer, Special Servicer or Servicing Advisor to perform its duties under this the Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer, the Special Servicer or the Servicing Advisor, as applicable, to perform its duties hereunder; provided that the initial Servicer, the Special Servicer or the Servicing Advisor may reorganize as a corporation reincorporate in another state provided that the initial Servicer has provided if to the Indenture Trustee and the Majority Holders an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer to breach any obligation under this Agreement and (ii) such action do so would be in the best interests of the initial Servicer, the Special Servicer or the Servicing Advisor, as applicable, and would not have a material adverse effect on upon the NoteholdersCertificateholders as evidenced by an Opinion of Counsel delivered to the Certificateholders and the Certificateholder Agent prior to such reincorporation.
(b) The initial Except as hereinafter provided, each of the Servicer, the Special Servicer and the Servicing Advisor will keep in full effect its existence, rights and franchises as a corporation or limited liability company, as appropriate, and will obtain and preserve its qualification to do business as a foreign corporation or limited liability company, as appropriate, in each jurisdiction in which such qualification is or shall not (i) conveybe necessary to protect the validity and enforceability of this Agreement or any of the Loans and to perform its duties hereunder. Any Person into which the Servicer, transfer the Special Servicer or lease the Servicing Advisor may be merged or consolidated, or to whom the Servicer, the Special Servicer or the Servicing Advisor may sell substantially all of its assets as an entirety to any Personassets, or any Person resulting from any merger, conversion or consolidation to which the Servicer, the Special Servicer or the Servicing Advisor shall be a party, or any Person succeeding to the business of the Servicer, the Special Servicer or the Servicing Advisor shall be the successor of such Servicer, the Special Servicer or the Servicing Advisor, as applicable, hereunder, 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 that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.01, 2.02 or 2.03 shall have been breached, (ii) merge such successor executes an agreement or consolidate with another Person, unless (A) either the initial Servicer is the survivor or such Person or the merged or consolidated entity acquires substantially all the assets of the initial Servicer as an entirety, has adequate servicing skills and personnel, is substantially involved in the equipment financing lease business and executes and delivers to the Issuer, the Majority Holders and the Indenture Trustee an agreementassumption, in form and substance reasonably satisfactory to the IssuerTrustee, to perform every obligation under this Agreement, (iii) such successor has a net worth that is sufficient to perform in accordance with the Transaction Documents and at least approximately equivalent to the net worth of the Servicer, the Majority Holders and Special Servicer or the Indenture Servicing Advisor, as applicable, immediately prior to such sale, merger or consolidation, (iv) the Servicer, the Special Servicer or the Servicing Advisor, as applicable, shall have delivered to the Depositor, the Trustee, which contains the Certificateholder Agent and each Certificateholder a certificate of an assumption by such Person officer of the due Servicer, the Special Servicer or the Servicing Advisor, as applicable, and punctual performance and observance of each covenant, condition and obligation to be performed or observed by the initial Servicer under this Agreement and (B) no Servicer Default or Servicer Event of Default has occurred and is continuing. The initial Servicer shall provide prompt written notice of such event to the Rating Agencies and shall provide to the Indenture Trustee, for the benefit of the Noteholders, an Opinion of Counsel confirming each stating that such consolidation, merger, or succession and such agreement of assumption complies with this Section 5.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (v) the enforceability Servicer, the Special Servicer or the Servicing Advisor, as appropriate, shall have delivered to the Depositor and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such assumption agreementcounsel, all financing statements, continuation statements and amendments thereto have been executed and filed and, if applicable, all other actions have been taken to preserve fully the interest of the Depositor in the Loans and the Loan Assets and reciting the details of such filings and, if applicable, such actions, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer, the Special Servicer or the Servicing Advisor, as applicable, will provide written notice to the Rating Agency prior to the effective date of any such transaction.
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