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

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Seller shall be a party or (c) which may succeed to the properties and assets of Seller substantially as a whole, shall be the successor to Seller without the execution or filing of any document or any further act by any of the parties to this Agreement; provided that Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller if other than Key Consumer Acceptance Corporation, executes an agreement of assumption to perform every obligation of Seller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached, (iii) Seller shall have delivered to Owner Trustee and 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 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 Seller shall have a consolidated net worth at least SALE AND SERVICING AGREEMENT

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 8.06, any Person (ai) into which the Seller may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which the Seller shall be a party party, (iii) succeeding to the business of the Seller or (civ) that is a corporation more than 50% of the voting stock of which may succeed is owned directly or indirectly by Nissan Motor Co., Ltd., which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the properties and assets of Seller substantially as a wholeunder this Agreement, shall will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this Agreement; provided provided, however, that Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller if other than Key Consumer Acceptance Corporation, executes an agreement of assumption to perform every obligation of Seller under this Agreement, (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 3.01 shall have been breachedbreached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing, (iiiy) the Seller shall have delivered to Owner Trustee and Indenture the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 8.03 and that all conditions precedent, if any, provided for in this the Agreement relating to such transaction have been complied with, with and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (ivz) the surviving Seller shall have a consolidated net worth at least SALE AND SERVICING AGREEMENTdelivered to the Trustee an Opinion of Counsel either

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller Person, if other than Key Consumer Acceptance Corporationthe Seller, executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 this Sale Agreement shall have been breached, (iii) Seller the surviving Person, if other than the Seller, shall have delivered to Owner Trustee and Indenture Trustee an Officer's Officers' 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 and that all conditions precedent, if any, provided for in this Sale 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 the Seller is not the surviving Seller shall have entity, such transaction will not result in a consolidated net worth at least SALE AND SERVICING AGREEMENTmaterial adverse federal or state tax consequence to the Purchaser or the Noteholders and holders of the grantor trust certificates (the "Certifcates") (the "

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Seller shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller’s business unless, (A) such Person is approved by the Administrative Agent (such consent not to be unreasonably withheld) and, (B) after giving effect to such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of Seller contained in this Agreement and the other Loan Documents to which it is a party. Any corporation or other Person (ai) into which Seller may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which Seller shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of Seller, or (civ) which may succeed succeeding to the properties and assets business of Seller substantially as a wholeSeller, shall be the successor to Seller without the execution or filing of any document or any further act by any of the parties to this Agreement; provided that Seller hereby covenants that it will not consummate in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller if other than Key Consumer Acceptance Corporation, executes cases shall execute an agreement of assumption to perform every obligation of Seller under this Agreement and the other Loan Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to Seller under this Agreement and the other Loan Documents to which it is a party without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached, (iii) Seller shall have delivered to Owner Trustee and 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 and that all conditions precedent, if any, provided for anything in this Agreement relating to such transaction have been complied withthe contrary notwithstanding; provided, and however, that the Rating Agency Condition nothing contained herein shall have been satisfied with respect be deemed to such transaction, (iv) the surviving release Seller shall have a consolidated net worth at least SALE AND SERVICING AGREEMENTfrom any

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, shall be the successor to the Seller without the execution or filing of any document or any further act by any of the parties to this Agreementthese Master Sale Terms; provided provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller Person, if other than Key Consumer Acceptance Corporationthe Seller, executes an agreement of assumption to perform every obligation of the Seller under this Agreementthese Master Sale Terms, each Sale Agreement and each Xxxx of Sale (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 5 herein shall have been breached, (iii) Seller the surviving Person, if other than the Seller, shall have delivered to Owner Trustee and Indenture the Eligible Lender Trustee an Officer's 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 these Master Sale Terms 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 Seller shall have a consolidated net worth at least SALE AND SERVICING AGREEMENT,

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party party, or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided provided, further, that Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (ix) the surviving Seller if other than Key Consumer Acceptance Corporation, executes an agreement of assumption to perform every obligation of Seller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached, (iii) Seller shall have delivered to Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 6.2, and that (y) all conditions precedent, if any, provided for in this Agreement relating to such transaction merger, consolidation or succession have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer and that the Rating Agency Condition shall have been satisfied Agencies with respect to prompt notice of any such transaction, (iv) the surviving Seller shall have a consolidated net worth at least SALE AND SERVICING AGREEMENT.