MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Interim Eligible Lender Trustee an Officers' 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 Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MASTER SERVICER. Any corporation into which the Master Servicer 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 Master Servicer shall be a party, or any corporation succeeding to the business of the Master Servicer, shall be, with the consent of the Note Insurer, the successor of the Master Servicer, 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. The Master Servicer may fully assign all of its rights and delegate its duties and obligations under this Servicing Agreement; PROVIDED, that the Person accepting such assignment or delegation shall be a Person which is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Loans) and the Company and satisfactory to the Note Insurer (in its sole discretion), is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to the Note Insurer, the Indenture Trustee and the Issuer, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master Servicer under this Servicing Agreement; PROVIDED, FURTHER, that each Rating Agency's rating of the Notes that would be in effect immediately prior to such assignment and delegation, without taking into account the Note Insurance Policy, would not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency).
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF, THE MTN CASH MANAGER The MTN Cash Manager shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Servicer or Seller. Any corporation into which the Servicer -------------------------------------- or Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer or Seller shall be a party, or any corporation succeeding to the business of the Servicer or Seller by any sale or transfer by the Servicer or Seller of all or substantially all of its property and assets to such corporation, shall be the successor of the Servicer or Seller hereunder, and shall execute and deliver to the Trustee and the Certificate Insurer an agreement in form reasonably satisfactory to the Trustee and the Certificate Insurer which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or Seller under this Agreement.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Servicer; Assignment to Affiliate 22 Section 6.5. Delegation of Duties 22 Section 6.6. Ford Credit Not to Resign as Servicer 22 Section 6.7. Servicer May Own Notes 23 ARTICLE VII SERVICER TERMINATION 23 Section 7.1. Servicer Termination Events 23 Section 7.2. Appointment of Successor Servicer 24 Section 7.3. Notification to Secured Parties and the Holder of the Residual Interest 26 Section 7.4. Waiver of Servicer Termination Events 26 ARTICLE VIII TERMINATION 26 Section 8.1. Clean-Up Call 26 Section 8.2. Termination 27 ARTICLE IX MISCELLANEOUS PROVISIONS 27 Section 9.1. Amendment 27
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Transferor. ------------------------------
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, a Seller. ------------------------- Neither Seller shall consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Servicer. The Servicer shall not consolidate with or merge --------------------------- into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Sellers, the Servicer, the Master Servicer, the Securities Administrator or the Depositor. Any entity into which the Sellers, the Servicer, the Master Servicer, the Securities Administrator or the Depositor may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Sellers, the Servicer, the Master Servicer, the Securities Administrator or the Depositor shall be a party, or any corporation succeeding to the business of the Sellers, the Servicer, the Master Servicer, the Securities Administrator or the Depositor, shall be the successor of the Sellers, the Servicer, the Master Servicer, the Securities Administrator or the Depositor, as the case may be, 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, however, that the successor Servicer shall satisfy all the requirements of Section 7.02 hereof with respect to the qualifications of a successor Servicer.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Seller. --------------------------
