Merger or Consolidation of Administrator. Any corporation into which the Administrator may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Administrator shall be a party, or any corporation succeeding to all or substantially all of the business of the Administrator, shall be the successor of the Administrator hereunder, provided that such corporation shall be eligible under the provisions of Section 8.17, 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. The Administrator shall provide to the Depositor and the Servicer within two business days following the effective date of any such merger or consolidation, written notice, in form and substance typically issued by the Administrator for such purpose, containing all information reasonably required in order for the Depositor to comply with its reporting obligation under Form 8-K with respect to a replacement administrator.
Merger or Consolidation of Administrator. Any Person (a) into which the Administrator may be merged or consolidated, (b) which may result from any merger or consolidation to which the Administrator shall be a party or (c) which may succeed to the properties and assets of the Administrator, substantially as a whole, shall be the successor to the Administrator, without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Administrator hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Administrator executes an agreement of assumption to perform every obligation of the Administrator under this Agreement, (ii) immediately after giving effect to such transaction, no Administrator Default shall have occurred and be continuing, (iii) the Administrator shall have delivered to the Trustee and the Note Insurer an officer's certificate and an opinion of counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (iv) the Administrator shall have delivered to the Trustee and the Note Insurer an opinion of counsel stating that such transaction will not result in a material adverse Federal or state tax consequence to the Trust relating to its tax classification, or to the Noteholders, considered as a whole, relating to a change in the characterization of the Notes.
Merger or Consolidation of Administrator. Any corporation into which the Administrator may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Administrator shall be a party, or any corporation succeeding to all or substantially all of the business of the Administrator, shall be the successor of the Administrator hereunder, provided that such corporation shall be eligible under the provisions of Section 9.17, 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. As a condition precedent to the effectiveness of any such merger or consolidation, the Administrator shall provide to the Depositor, at least 15 calendar days prior to the effective date of such merger or consolidation of the Administrator, written notice, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to a replacement administrator.
