Common use of MERGER OR CONSOLIDATION OF AFL OR ARFC Clause in Contracts

MERGER OR CONSOLIDATION OF AFL OR ARFC. Any corporation or other entity (i) into which AFL or ARFC may be merged or consolidated, (ii) resulting from any merger or consolidation to which AFL or ARFC is a party or (iii) succeeding to the business of AFL or ARFC, in the case of ARFC, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in ARFC's certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of AFL or ARFC, as the case may be, under this Agreement and each Subsequent Purchase Agreement and, whether or not such assumption agreement is executed, shall be the successor to AFL or ARFC, as the case may be, hereunder and under each such Subsequent Purchase Agreement (without relieving AFL or ARFC of its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further act by any of the parties to this Agreement or each Subsequent Purchase Agreement. Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be continuing, ARFC shall not merge or consolidate with any other Person or permit any other Person to become the successor to ARFC's business without the prior written consent of the Security Insurer. AFL or ARFC shall promptly inform the other party, the Owner Trustee and the Indenture Trustee and, so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 and this Agreement, or similar representation or warranty made in any Subsequent Purchase Agreement, 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 under the Insurance Agreement, shall have occurred and be continuing, (y) AFL or ARFC, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Owner Trustee and the Indenture Trustee 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 6.3 and that all conditions precedent, if any, provided for in this Agreement, or in each Subsequent Purchase Agreement, relating to such transaction have been complied with, and (z) AFL or ARFC, as applicable, shall have delivered to the 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 Owner Trustee in the Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

MERGER OR CONSOLIDATION OF AFL OR ARFC. Any corporation or other entity (i) into which AFL or ARFC may be merged or consolidated, (ii) resulting ii)resulting from any merger or consolidation to which AFL or ARFC is a party or (iii) succeeding to the business of AFL or ARFC, in the case of ARFC, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in ARFC's certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of AFL or ARFC, as the case may be, under this Agreement and each Subsequent Purchase Agreement and, whether or not such assumption agreement is executed, shall be the successor to AFL or ARFC, as the case may be, hereunder and under each such Subsequent Purchase Agreement (without relieving AFL or ARFC of its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further act by any of the parties to this Agreement or each Subsequent Purchase Agreement. Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be continuing, ARFC shall not merge or consolidate with any other Person or permit any other Person to become the successor to ARFC's business without the prior written consent of the Security Insurer. AFL or ARFC shall promptly inform the other party, the Owner Trustee and the Indenture Trustee and, so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 and this Agreement, or similar representation or warranty made in any Subsequent Purchase Agreement, 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 under the Insurance Agreement, shall have occurred and be continuing, (y) AFL or ARFC, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Owner Trustee and the Indenture Trustee 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 6.3 and that all conditions precedent, if any, provided for in this Agreement, or in each Subsequent Purchase Agreement, relating to such transaction have been complied with, and (z) AFL or ARFC, as applicable, shall have delivered to the 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 Owner Trustee in the Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.Sections

MERGER OR CONSOLIDATION OF AFL OR ARFC. II. Any corporation or other entity (i) into which AFL or ARFC II may be merged or consolidated, (ii) resulting from any merger or consolidation to which AFL or ARFC II is a party or (iii) succeeding to the business of AFL or ARFCARFC II, in the case of ARFCARFC II, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in ARFCARFC II's certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of AFL or ARFCARFC II, as the case may be, under this Agreement and each Subsequent Purchase Assignment Agreement and, whether or not such assumption agreement is executed, shall be the successor to AFL or ARFCARFC II, as the case may be, hereunder and under each such Subsequent Purchase Assignment Agreement (without relieving AFL or ARFC II of its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further act by any of the parties to this Agreement or each Subsequent Purchase Assignment Agreement. Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be continuing, ARFC II shall not merge or consolidate with any other Person or permit any other Person to become the successor to ARFCARFC II's business without the prior written consent of Xxxxxx and the Security InsurerRating Agencies. AFL or ARFC II shall promptly inform the other party, the Owner Trustee Trustee, the Indenture Trustee, Xxxxxx and the Indenture Trustee and, so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer Rating Agencies of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 and this Agreement, or similar representation or warranty made in any Subsequent Purchase Assignment Agreement, 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 under the Insurance Agreement, shall have occurred and be continuing), (y) AFL or ARFCARFC II, as applicable, shall have delivered prompt written notice of such consolidation, merger or purchase and assumption to the Owner Trustee, the Indenture Trustee, Xxxxxx, and the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Owner Trustee and Trustee, the Indenture Trustee and DFC 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 6.3 and that all conditions precedent, if any, provided for in this Agreement, or in each Subsequent Purchase Assignment Agreement, relating to such transaction have been complied with, and (z) AFL or ARFCARFC II, as applicable, shall have delivered to the Owner Trustee and Trustee, the Indenture Trustee and Xxxxxx 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 Owner Trustee in the Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

MERGER OR CONSOLIDATION OF AFL OR ARFC. Any corporation or other entity (i) into which AFL or ARFC may be merged or consolidated, (ii) resulting from any merger or consolidation to which AFL or ARFC is a party or (iii) succeeding to the business of AFL or ARFC, in the case of ARFC, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in ARFC's certificate of incorporation, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of AFL or ARFC, as the case may be, under this Agreement and each Subsequent Purchase Agreement and, whether or not such assumption agreement is executed, shall be the successor to AFL or ARFC, as the case may be, hereunder and under each such Subsequent Purchase Agreement (without relieving AFL or ARFC of its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further act by any of the parties to this Agreement or each Subsequent Purchase Agreement. Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be continuing, ARFC shall not merge or consolidate with any other Person or permit any other Person to become the successor to ARFC's business without the prior written consent of the Security Insurer. AFL or ARFC shall promptly inform the other party, the Owner Trustee and the Indenture Trustee and, so long as an Insurer Default shall not have occurred and be continuing, the Security Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 and 3.2 and of this Agreement, or similar representation or warranty made in any Subsequent Purchase Agreement, Agreement 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 under the Insurance Agreement, shall have occurred and be continuing), (y) AFL or ARFC, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Owner Trustee and the Indenture Trustee 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 6.3 6.2 and that all conditions precedent, if any, provided for in this Agreement, or in each Subsequent Purchase Agreement, Agreement relating to such transaction have been complied withwith and none of the Rating Agencies shall have indicated that the transaction will result in a downgrade of any Notes, and (z) AFL or ARFC, as applicable, shall have delivered to the 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 Owner Trustee in the Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

MERGER OR CONSOLIDATION OF AFL OR ARFC. Any corporation or other entity (i) into which AFL or ARFC may be merged or consolidated, (ii) resulting from any merger or consolidation to which AFL or ARFC is a party or (iii) succeeding to the business of AFL or ARFC, in the case of ARFC, which corporation has a certificate of incorporation containing provisions relating to limitations on business and other matters substantively identical to those contained in ARFC's certificate of incorporationincorporation or otherwise acceptable to the Security Insurers and the Rating Agencies, provided that in any of the foregoing cases such corporation shall execute an agreement of assumption to perform every obligation of AFL or ARFC, as the case may be, under this Agreement and each Subsequent Purchase Agreement such party's Related Documents and, whether or not such assumption agreement is or agreements are executed, shall be the successor to AFL or ARFC, as the case may be, hereunder and under each such Subsequent Purchase Agreement (without relieving AFL or ARFC of its responsibilities hereunder, if it survives such merger or consolidation) without the execution or filing of any document or any further act by any of the parties to this Agreement or each Subsequent Purchase Agreement. Notwithstanding the foregoing, so long as an Insurer Default shall not have occurred and be continuing, ARFC shall not merge or consolidate with any other Person or permit any other Person to become the successor to ARFC's business without the prior written consent of the each Security Insurer (so long as no Insurer Default shall have occurred and be continuing with respect to such Security Insurer). AFL or ARFC shall promptly inform the other party, the Owner Trustee and the Indenture Trustee and, so long as an Insurer Default shall not have occurred and be continuingcontinuing with respect to such Security Insurer, the each Security Insurer of such merger, consolidation or purchase and assumption. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Sections 3.1 3.01 and 3.2 and this Agreement, or similar representation or warranty made in any Subsequent Purchase Agreement, 3.02 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 under the any Insurance Agreement, shall have occurred and be continuing, (y) AFL or ARFC, as applicable, shall have delivered written notice of such consolidation, merger or purchase and assumption to the Rating Agencies prior to the consummation of such transaction and shall have delivered to the Owner Trustee and the Indenture each Trustee an Officerofficer's Certificate certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 6.02 and that all conditions precedent, if any, provided for in this Agreement, or in each Subsequent Purchase Agreement, Agreement relating to such transaction have been complied with, and (z) AFL or ARFC, as applicable, shall have delivered to the Owner Trustee and the Indenture each Trustee an Opinion opinion of Counselcounsel, stating thatstating, 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 Owner Trustee each Assignee under any Related Document in the Trust Property Receivables and reciting the details of the filings or (B) no such action actions shall be necessary to preserve and protect such interest.