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

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state thereof or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person Person, unless: (i) the corporation Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a national banking association, state banking corporation or other entity organized and existing under the laws of the United States or any of its states that is not subject to the bankruptcy laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee and Indenture Trustee in form satisfactory to the Owner Trustee and Indenture Trustee, the performance of every covenant and obligation of Servicer hereunder (to the Servicer extent that any right, covenant or obligation of 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); (ii) the Servicer has shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, 5.02 and that all conditions precedent herein provided for herein relating to such transaction have been satisfiedcomplied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to Servicer and enforceable against such surviving entity in accordance with its terms; (iii) Servicer shall have delivered notice to the Rating Agency Condition has been satisfied with respect to Agencies of such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to either (A) the entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and after assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the consummation experience and operations of the predecessor Servicer) or (B) upon the effectiveness of such consolidation, merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Successor Servicer Default under the terms of this Indenture shall have occurred and assumed the obligations of Servicer in accordance with this Agreement. (b) This Section 5.02 shall not be continuingconstrued to prohibit or in any way limit Servicer’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state thereof or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee and the Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Insurer has consented and the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Any Person (a) into which Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety be a party, (c) which may succeed to any Person unless: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer Servicer, substantially as an entirety shall be a corporation organized and existing under the laws whole, or (d) 50% of the United States voting stock of America which is owned directly or any state or indirectly by KeyCorp, may become the District of Columbia andsuccessor to Servicer; provided that, if the Servicer unless Key Bank USA is not the surviving entityparty to such transaction, shall expressly assume by Servicer 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 Key Bank USA, executes an agreement supplemental hereto, executed and delivered of assumption to the Trustee in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Servicer hereunder; under this Agreement, (ii) the immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer has Termination Event, and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (iii) Servicer shall have delivered to the Owner Trustee and Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section 7.13, and that all conditions precedent precedent, if any, provided for herein in this Agreement relating to such transaction have been satisfied; (iii) complied with, and that the Rating Agency Condition has shall have been satisfied with respect to such consolidationtransaction, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a surviving Servicer Default under the terms of this Indenture shall have occurred a consolidated net worth at least equal to that of the predecessor Servicer, and be continuing(v) such transaction will not result in a material adverse Federal or state tax consequence to Issuer, the Noteholders or the Certificateholders.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Any Person (a) into which Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety be a party, (c) which may succeed to any Person unless: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer Servicer, substantially as an entirety shall be a corporation organized and existing under the laws whole, or (d) 50% of the United States voting stock of America which is owned directly or any state or indirectly by Compass Bancshares, Inc., may become the District of Columbia andsuccessor to Servicer; provided that, if the Servicer unless Compass Bank is not the surviving entityparty to such transaction, Servicer hereby covenants that it shall expressly assume by not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Servicer if other than Compass Bank, executes an agreement supplemental hereto, executed and delivered of assumption to the Trustee in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Servicer hereunder; under this Agreement; (ii) the immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached and no Servicer has Termination Event, and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing; (iii) Servicer shall have delivered to the Owner Trustee and Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption comply with this Section 7.13, and that all conditions precedent precedent, if any, provided for herein in this Section relating to such transaction have been satisfied; (iii) complied with, and that the Rating Agency Condition has shall have been satisfied with respect to such consolidation, amendment, merger, conveyance or transfertransaction; and (iv) immediately prior such transaction will not result in a material adverse Federal or state tax consequence to Issuer, the Noteholders or the Certificateholders; and after (v) unless Servicer is the consummation surviving entity, Company shall have delivered to Owner Trustee and Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such mergercounsel, consolidationall financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Owner Trustee and Indenture Trustee, conveyance respectively, in the Receivables and reciting the details of such filings, or transfer(B) stating that, in the opinion of such counsel, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture such action shall have occurred be necessary to preserve and be continuingprotect such interests.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets (not including assets conveyed or transferred through a financing or securitization program) substantially as an entirety to any Person Person, unless: (i) the corporation Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation Person organized and existing under the laws of the United States of America or any state State or the District of Columbia Columbia, and, if the Servicer is not the surviving entity, shall expressly assume assume, by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the 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); (ii) the Servicer has shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, 8.2 and that all conditions precedent herein provided for herein relating to such transaction have been satisfied;complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency Condition has been satisfied with respect to of such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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 Person, unless: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee Collateral Agent in form satisfactory to the TrusteeCollateral Agent, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee Collateral Agent an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.139.16, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) each of CapMAC and the Rating Agency Condition L/C Bank has been satisfied with respect to expressly approved such merger, consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Event of Default under the terms of this Indenture Agreement shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee and the Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Insurer has consented and the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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 Person, unless: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia Columbia, and shall be a state or national banking association or other entity which is not subject to the bankruptcy laws of the United States of America or shall be a special purpose entity whose powers and activities are limited and, if the Servicer is not the surviving entity, shall expressly assume (to the extent such Person shall not succeed to the rights and obligations of Servicer by operation of law), by an agreement supplemental hereto, executed and delivered to the Indenture Trustee in form satisfactory to the Indenture Trustee, the performance of every covenant and obligation of Servicer hereunder (to the Servicer extent that any right, covenant or obligation of 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); (ii) the Servicer has shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and any such supplemental agreement comply with this Section 7.13, 7.3 and that all conditions precedent herein provided for herein relating to such transaction have been satisfied;complied with and an Opinion of Counsel that any such supplemental agreement is legal, valid and binding with respect to Servicer; and (iii) Servicer shall have delivered notice to the Rating Agency Condition has been satisfied with respect to Agencies of such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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 Person, unless: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee Collateral Agent in form satisfactory to the TrusteeCollateral Agent, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee Collateral Agent an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.138.14, and all conditions precedent prec- edent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to Collateral Agent shall have each expressly approved such merger, consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation consumma- tion of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture Agreement shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets (not including assets conveyed or transferred through a financing or securitization program) substantially as an entirety to any Person Person, unless: (i) the corporation Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation Person organized and existing under the laws of the United States of America or any state State or the District of Columbia Columbia, and, if the Servicer is not the surviving entity, shall expressly assume assume, by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of Servicer hereunder (to the Servicer extent that any right, covenant or obligation of 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); (ii) the Servicer has shall have delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, 8.2 and that all conditions precedent herein provided for herein relating to such transaction have been satisfied;complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to Servicer; and (iii) Servicer shall have delivered notice to the Rating Agency Condition has been satisfied with respect to of such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture Agreement shall have occurred and be continuing.

Merger or Consolidation of, or Assumption of the Obligations of, 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: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia and, if the Servicer is not the surviving entity, shall expressly assume by an agreement supplemental hereto, executed and delivered to the Trustee in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee and the Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.13, and all conditions precedent provided for herein relating to such transaction have been satisfied; (iii) the Rating Agency Condition has been satisfied with respect to such consolidation, amendment, merger, conveyance or transfer; and (iv) immediately prior to and after the consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Default under the terms of this Indenture shall have occurred and be continuing.