MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. THE SERVICER. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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 Servicer may assign 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 qualified to service mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Mortgage Collateral), the Company and the Credit Enhancer, is willing to service the Mortgage Loans and executes and delivers to the Indenture Trustee and the Company an agreement, in form and substance reasonably satisfactory to the Credit Enhancer, the Indenture Trustee and the Company, 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 Servicer under this Servicing Agreement; PROVIDED further that each Rating Agency's rating of the Securities in effect immediately prior to such assignment and delegation will not be qualified, reduced, or withdrawn as a result of such assignment and delegation (as evidenced by a letter to such effect from each Rating Agency) or considered to be below investment grade without taking into account the Credit Enhancement Instrument.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. THE SERVICER. Any corporation into which the 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 Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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 Servicer may assign 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 qualified to service mortgage loans similar to those in the Trust Estate, is reasonably satisfactory to the Indenture Trustee (as pledgee of the Loans) and the Issuer, is willing to service the Loans and executes and delivers to the Indenture Trustee and the Issuer an agreement, in form and substance reasonably satisfactory to 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 Servicer under this Servicing Agreement; provided further that each Rating Agency's rating of the Securities in effect immediately prior to such assignment and delegation will 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); and provided further that the Owner Trustee receives an Opinion of Counsel to the effect that such assignment or delegation shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. Chase USA.
(a) Chase USA shall 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 formed by such consolidation or into which Chase USA is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of Chase USA substantially as an entirety shall be, if Chase USA is not the surviving entity, organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose entity whose powers and activities are limited and, if Chase USA is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to Chase Card Funding, the performance of every covenant and obligation of Chase USA hereunder and shall benefit from all the rights granted to Chase USA hereunder; and
(ii) to the extent that any right, covenant or obligation of Chase USA hereunder is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity.
(b) The rights, obligations or any part thereof of Chase USA hereunder shall not be assignable nor shall any Person succeed to such obligations or rights of Chase USA hereunder except (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of subsection 4.02(a)(i) and (ii) for conveyances, mergers, consolidations, assumptions, sales or transfers with, into or to other entities (x) which Chase USA and the Servicer determine will not result in an Adverse Effect, (y) which meet the requirements of subsection 4.02(a)(ii) and (z) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Chase Card Funding, the performance of every covenant and obligation of Chase USA thereby conveyed.
(c) Chase USA shall provide written notice to any Note Rating Agency prior to the consummation of a dissolution, liquidation, consolidation, merger, conveyance, transfer or sale of its properties in accordance with the provisions of subsectio...
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. Any Person (a) into which [ ] may be merged or consolidated, (b) which may result from any merger or consolidation to which [ ] shall be a party or (c) which may succeed to the properties and assets of [ ], substantially as a whole, shall be the successor to [ ] without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that [ ] hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Servicer if other than [ ], executes an agreement of assumption to perform every obligation of [ ] under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Owner Trustee and the 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 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) the surviving Servicer shall have a consolidated net worth at least equal to that of the predecessor Servicer, and (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuing Entity, the Noteholders or the Certificateholders.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. THE SERVICER. Any corporation into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any corporation succeeding to the business of the Servicer, shall be the successor of the 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.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. SERVICER. Any Person into which the Servicer may be merged, or consolidated which succeeds to all or substantially all of the electric transmission and distribution business of the Servicer (or, if the Servicer's transmission and distribution functions are split, which provides distribution services directly to Customers),
(a) which results from the division of the Servicer into two or more Persons and which succeeds to all or substantially all of the electric transmission and distribution business of the Servicer (or, if the Servicer's transmission and distribution functions are split, which provides distribution services directly to Customers),
(b) which may result from any merger or consolidation to which the Servicer shall be a party and which succeeds to all or substantially all of the electric transmission and distribution business of the Servicer (or, if the Servicer's transmission and distribution functions are split, which provides distribution services directly to Customers),
(c) which may succeed to the properties and assets of the Servicer substantially as a whole and which succeeds to all or substantially all of the electric transmission and distribution business of the Servicer (or, if the Servicer's transmission and distribution functions are split, which provides distribution services directly to Customers), or
(d) which may otherwise succeed to the major part of the electric transmission and distribution business of the Servicer (or, if the Servicer's transmission and distribution functions are split, which provides distribution services directly to Customers), which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that:
(i) immediately after giving effect to such transaction, the representations and warranties made pursuant to Section 5.01 shall be true and correct and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing;
(ii) the Servicer shall have delivered to the Issuer and the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion or succession and such agreement of assumption comply with this Section 5.03...
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. THE SERVICER OR ANY CO-SERVICER Neither the Servicer nor any Co-Servicer 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:
(a) the corporation formed by such consolidation or into which the Servicer or Co-Servicer is merged or the person which acquires by conveyance or transfer the properties and assets of the Servicer or Co-Servicer substantially as an entirety, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Beneficiaries, in form satisfactory to the Beneficiaries, the performance of the obligations of the Servicer or Co-Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer or Co-Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);
(b) the Servicer or Co-Servicer shall have delivered to the Beneficiaries:
(i) an Officer's Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement complies with this Clause 3.2 and that all documentation referred to in (a) above and any conditions precedent specified in such documentation relating to such transaction have been complied with; and
(ii) an Opinion of Counsel that such supplemental agreement is legal, valid, binding and enforceable with respect to the Servicer or Co-Servicer;
(c) the Servicer or Co-Servicer shall have delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. THE SUPPLEMENTAL SERVICER AND LIMITED SERVICER. Any corporation or other entity (i) into which the Supplemental Servicer or Limited Servicer may be merged or consolidated, (ii) that may result from any merger, conversion or consolidation to which the Supplemental Servicer or Limited Servicer shall be a party, or (iii) that may succeed to all or substantially all of the business of the Supplemental Servicer or Limited Servicer, as the case may be, which corporation or other entity shall, in any case where an assumption shall not be effected by operation of law, execute an agreement of assumption to perform every obligation of the Supplemental Servicer or Limited Servicer, as the case may be, under this Supplement, and shall be the successor thereto under this Supplement without the execution or filing of any document or any further act by any of the parties to this Supplement; except that if the Supplemental Servicer or Limited Servicer, as the case may be, is not the surviving entity, then the surviving entity shall execute and deliver to the Trustee an agreement of assumption to perform every obligation thereof hereunder.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. The Trust Cash Manager Or Any Co-Trust Cash Manager......................................................................
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF. [SLM ECFC or VG FUNDING]
