Common use of Merger or Consolidation of, or Assumption of, Obligations of Transferor Clause in Contracts

Merger or Consolidation of, or Assumption of, Obligations of Transferor. (a) The Transferor may not dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person unless: (i) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, will be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and expressly assumes, by a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder; (ii) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency): (A) an Officer's Certificate and an Opinion of Counsel each stating that (1) such consolidation, merger, conveyance, transfer or sale and such supplemental agreement provided in clause (i) above comply with this Section, (2) such supplemental agreement is a valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity and (3) all conditions precedent herein provided for relating to such transaction have been satisfied; and (B) a Tax Opinion; and (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, merger, conveyance, transfer or sale. (b) Except as permitted by Section 2.05(vi), the Transferor's obligations, rights or any part thereof hereunder will not be assignable nor may any Person succeed to the Transferor's obligations or rights hereunder except (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of Section 4.02(a) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (A) that the Transferor and the Servicer determine will not result in an Adverse Effect, (B) that meet the requirements of clause (iii) of the preceding paragraph and (C) for which such purchaser, transferee, pledgee or entity expressly assumes, in a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee in writing, in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of, Obligations of Transferor. (a) The Transferor may not dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person unless: (i) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, will be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and expressly assumes, by a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder; (ii) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency): (A) an Officer's ’s Certificate and an Opinion of Counsel each stating that (1) such consolidation, merger, conveyance, transfer or sale and such supplemental agreement provided in clause (i) above comply with this Section, (2) such supplemental agreement is a valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect or general principles of equity and (3) all conditions precedent herein provided for relating to such transaction have been satisfied; and (B) a Tax Opinion; and (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, merger, conveyance, transfer or sale. (b) Except as permitted by Section 2.05(vi), the Transferor's ’s obligations, rights or any part thereof hereunder will not be assignable nor may any Person succeed to the Transferor's ’s obligations or rights hereunder except (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of Section 4.02(a) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (A) that the Transferor and the Servicer determine will not result in an Adverse Effect, (B) that meet the requirements of clause (iii) of the preceding paragraph and (C) for which such purchaser, transferee, pledgee or entity expressly assumes, in a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee in writing, in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of, Obligations of Transferor. (a) The Transferor may not dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person unless: (i) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, will be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and expressly assumes, by a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder; (ii) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency): (A) an Officer's Certificate and an Opinion of Counsel each stating that (1) such consolidation, merger, conveyance, transfer or sale and such supplemental agreement provided in clause (i) above comply with this Section, (2) such supplemental agreement is a valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity and (3) all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with; and (B) a Tax Opinion; and (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) Except as permitted by Section 2.05(vi), the Transferor's obligations, rights or any part thereof hereunder will not be assignable nor may any Person succeed to the Transferor's obligations or rights hereunder except (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of Section 4.02(a) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (A) that the Transferor and the Servicer determine will not result in an Adverse Effect, (B) that meet the requirements of clause (iii) of the preceding paragraph and (C) for which such purchaser, transferee, pledgee or entity expressly assumes, in a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee in writing, in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of, Obligations of Transferor. (a) The Transferor may not dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person unless: (i) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, will be organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and expressly assumes, by a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder; (ii) the Person (if other than the Transferor) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency): (A) an Officer's Certificate and an Opinion of Counsel Counsel, upon the written request of the Owner Trustee and the Indenture Trustee, each stating that (1) such consolidation, merger, conveyance, transfer or sale and such supplemental agreement provided in clause (i) above comply with this Section, (2) such supplemental agreement is a valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity and (3) all conditions precedent herein provided for relating to such transaction have been satisfiedcomplied with; and (B) a Required Federal Income Tax Opinion; and (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) Except as permitted by Section 2.05(vi2.05(f), the Transferor's obligations, rights or any part thereof hereunder will not be assignable nor may any Person succeed to the Transferor's obligations or rights hereunder except (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of Section 4.02(a) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (A) that the Transferor and the Servicer determine will not result in an a Significant Adverse Effect, (B) that meet the requirements of clause (iii) of the preceding paragraph and (C) for which such purchaser, transferee, pledgee or entity expressly assumes, in a supplemental agreement executed and delivered to the Owner Trustee and the Indenture Trustee in writing, in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.