Common use of MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER Clause in Contracts

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the Series Supplement, anything in this Agreement or the Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s business, unless the Master Servicer shall have delivered to the Owner Trustee and the 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 9.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. (a) Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Basic Document and Series Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Basic Document and Series Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the and each Series Supplement, anything in this Agreement or the and each Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s 's business, unless (x) the Master Servicer shall have delivered to the Owner Trustee Trustee, the Rating Agencies and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.3 9.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (y) the Rating Agency Condition shall have been satisfied with respect to such assignment or succession.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the Series Supplement, anything in this Agreement or the Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s business, unless the Master Servicer shall have delivered to the Owner Trustee Trustee, the Insurer and the 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 9.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. (a) Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the Series Supplement, anything in this Agreement or the Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the initial Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s 's business, unless the Master Servicer shall have delivered to the Owner Trustee Trustee, and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.3 9.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. (a) Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Related Basic Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Related Basic Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the Series SupplementAgreement, anything in this Agreement or the Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s 's business, unless (x) the Master Servicer shall have delivered to the Owner Trustee the Rating Agencies and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.3 9.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (y) the Rating Agency Condition shall have been satisfied with respect to such assignment or succession.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Basic Document and Series Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Basic Document and Series Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the and each Series Supplement, anything in this Agreement or the and each Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the initial Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s Servicers business, unless (x) the Master Servicer shall have delivered to the Owner Trustee Trustee, the Rating Agencies and the Indenture 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 9.3 9.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (y) the Rating Agency Condition shall have been satisfied with respect to such assignment or succession.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. (a) Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Basic Document and Series Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Basic Document and Series Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the and each Series Supplement, anything in this Agreement or the and each Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the initial Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s 's business, unless (x) the Master Servicer shall have delivered to the Owner Trustee Trustee, the Rating Agencies and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.3 9.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (y) the Rating Agency Condition shall have been satisfied with respect to such assignment or succession.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the Series Supplement, anything in this Agreement or the Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s 's business, unless the Master Servicer shall have delivered to the Owner Trustee Trustee, the Insurer and the 48 Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with.

MERGER OR CONSOLIDATION OF OR ASSUMPTION OF THE OBLIGATIONS OF THE MASTER SERVICER. Any Person (i) into which the Master Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Master Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of the Master Servicer, or (iv) succeeding to the business of the Master Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Master Servicer under this Agreement and each Related Document and, whether or not such assumption agreement is executed, shall be the successor to the Master Servicer under this Agreement and each Related Document without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement or the Series Supplement, anything in this Agreement or the Series Supplement to the contrary notwithstanding. Notwithstanding the foregoing, the Master Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Master Servicer’s 's business, unless the Master Servicer shall have delivered to the Owner Trustee Trustee[, the Insurer] and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with.