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 SERVICER OR BACKUP SERVICER.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of the Guarantor, Xxxxx or the Transferor. (a) The Transferor shall not consolidate or merge with any other Person.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, the Servicer or Backup Servicer. -----------------------------------
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, the Servicer or the Company. -------------------------------- Any entity into which the Servicer or Company may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which the Servicer or the Company shall be a party, or any corporation succeeding to the business of the Servicer or the Company, shall be the successor of the Servicer or the Company, 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 with respect to the qualifications of a successor Servicer.
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 ADMINISTRATOR.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, Servicer. (a) Servicer may assign all (but not less than all) of its rights ------------ and obligations pursuant to this Servicing Agreement to any Affiliate of UDC so long as (1) such Affiliate upon assignment has executed an agreement of assumption to perform every obligation of the Servicer hereunder, and (2) immediately after giving effect to such transaction, no Event of Default (as defined in Section 5.01), and no event which, after notice or lapse of time, or ------------ both, would become an Event of Default as to Servicer or UDC, shall have happened and be continuing. Such assignment shall not affect UDC's liability to Client or Agent for any liability of Servicer. In addition, Servicer may assign all (but not less than all) of its rights and obligations pursuant to this Servicing Agreement to any Spin-Off of UDC at the time of assignment so long as such Spin-Off (1) upon assignment has executed an agreement of assumption to perform every obligation of the Servicer hereunder, and (2) has a tangible net worth of not less than $20,000,000 at the time it becomes the Servicer, and agrees in writing not to have less than one (1) full-time collector for every 350 Receivables being serviced under this Servicing Agreement at all future times when it has obligations pursuant to this Servicing Agreement, and provided, that immediately after giving effect to such transaction, no Event of Default (as defined in Section 5.01), and no ------------ event which, after notice or lapse of time, or both, would become an Event of Default as to Servicer or UDC shall have happened and be continuing. Upon such assignment, UDC shall no longer be liable to Client or Agent for any liability of Servicer arising after the effective date of such assignment, but UDC shall remain liable to Client and Agent for any liability of UDC or Servicer arising on or prior to such date.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS of, Seller etc. ---------------
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF THE SELLER OR THE SERVICER. Any corporation into which the Seller or the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Seller or the Servicer shall be a party, or any corporation succeeding to the business of the Seller or the Servicer, shall be the successor of the Seller or the Servicer, 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.
