Common use of MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER Clause in Contracts

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered to the Purchaser an Officer’s Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 The Person formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered to the Purchaser an Officer’s Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserPurchaser and the Owner Trustee, in form reasonably satisfactory to the PurchaserPurchaser and the Owner Trustee, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered to the Purchaser and the Owner Trustee an Officer’s 's Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party, or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws a whole, which Person in any of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder and under this Agreement, shall benefit from all be the rights granted successor to the Seller hereunder in all material respectswithout the execution or filing of any document or any further act by any of the parties to this Agreement; and provided, further, that (iix) The the Seller shall have delivered to the Purchaser Trustee and the Certificate Insurer an Officer’s Officers' Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement of assumption comply with this Section 7.3, and that (y) all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction merger, consolidation or succession have been complied with. (b) The obligations of . Notwithstanding the above, no such transaction shall result in the Seller hereunder shall not be assignable nor shall any Person succeed becoming subject to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Trustee, the Servicer, the Certificate Insurer and the Rating Agencies with prompt notice of Section 5.06any such transaction.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party, or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws a whole, which Person in any of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder and under this Agreement, shall benefit from all be the rights granted successor to the Seller hereunder in all material respectswithout the execution or filing of any document or any further act by any of the parties to this Agreement; and PROVIDED, HOWEVER, that (iix) The the Seller shall have delivered to the Purchaser Trustee and the Certificate Insurer an Officer’s Officers' Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement of assumption comply with this Section 7.3, and that (y) all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction merger, consolidation or succession have been complied with. (b) The obligations of . Notwithstanding the above, no such transaction shall result in the Seller hereunder shall not be assignable nor shall any Person succeed becoming subject to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Trustee, the Servicer, the Certificate Insurer and the Rating Agencies with prompt notice of Section 5.06any such transaction.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller shall not consolidate with or merge into Notwithstanding anything in this Agreement to the contrary, any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: Person (i) the corporation formed by such consolidation or into which the Seller is may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Person which acquires by conveyance Seller shall be party, or transfer (iii) succeeding to the properties and assets business of the Seller substantially as an entirety shall a whole, will be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted successor to the Seller hereunder in all material respectsunder this Agreement, without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; and provided, however, that the Seller shall not enter into any merger or consolidation unless (iix) The immediately after giving effect to such transaction, no Event of Default or Early Amortization Event shall result therefrom, (y) the Seller shall have delivered to the Purchaser Issuer, an Officer’s Certificate of the Seller and an Opinion of Counsel (which the Issuer shall forward to the Indenture Trustee and the Requisite Global Majority) each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply succession complies with this Section 4.01 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with. with and (bz) The obligations the Seller shall have delivered to the Issuer an Opinion of Counsel (which the Issuer shall forward to the Indenture Trustee and the Requisite Global Majority), either (1) stating that, in the opinion of such counsel, all financing statements or other documents of similar import, and amendments thereto have been executed (if applicable) and filed that are necessary fully to perfect the interest of the Seller hereunder Issuer in the Transferred Assets, or (2) stating that, in the opinion of such counsel, no such action shall not be assignable nor shall any Person succeed necessary to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06perfect such interest.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserPurchaser and the Owner Trustee, in form reasonably satisfactory to the PurchaserPurchaser and the Owner Trustee, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered to the Purchaser and the Owner Trustee an Officer’s 's Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.. [Remainder of the page intentionally left blank]

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety a whole, shall be organized and existing under the laws successor to the Seller without the execution or filing of any document or any further act by any of the United States or parties to these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any State or of the District foregoing transactions except upon satisfaction of Columbia, andthe following: (i) the surviving Person, if other than the Seller is not the surviving entitySeller, shall expressly assume, by executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder under these Master Sale Terms, each Sale Agreement and shall benefit from all the rights granted to the Seller hereunder in all material respectseach Xxxx of Sale; and (ii) The Seller immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5(A) herein shall have been breached; (iii) the surviving Person, if other than the Seller, shall have delivered to the Purchaser Eligible Lender Trustee an Officer’s Officers’ Certificate of the Seller 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 and that all conditions precedent herein precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with. (b) The obligations of , and that the Seller hereunder Rating Agency Condition shall not be assignable nor shall any Person succeed have been satisfied with respect to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.such transaction;

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party, or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws a whole, which Person in any of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder and under this Agreement, shall benefit from all be the rights granted successor to the Seller hereunder in all material respectswithout the execution or filing of any document or any further act by any of the parties to this Agreement; and provided, that (iix) The the Seller shall have delivered to the Purchaser Trustee and the Certificate Insurer an Officer’s Officers' Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement of assumption comply with this Section 7.3, and that (y) all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction merger, consolidation or succession have been complied with. (b) The obligations of . Notwithstanding the above, no such transaction shall result in the Seller hereunder shall not be assignable nor shall any Person succeed becoming subject to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Trustee, the Servicer, the Certificate Insurer and the Rating Agencies with prompt notice of Section 5.06any such transaction.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserPurchaser and the Trustee, in form reasonably satisfactory to the PurchaserPurchaser and the Trustee, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respectshereunder; and (ii) The and the Seller shall have delivered to the Purchaser and the Trustee an Officer’s 's Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State state or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Purchaser, the Servicer and the Trustee, in form reasonably satisfactory to the Purchaser, the Servicer and the Trustee, the performance of every covenant and obligation of the Seller hereunder and hereunder. (To the extent that any right, covenant or obligation of the Transferor is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from all the rights granted such right, as would apply, to the Seller hereunder in all material respectsextent practicable, to such successor entity); and (ii) The the Seller shall have has delivered to the Purchaser Purchaser, the Servicer and the Trustee an Officer’s Certificate officers' certificate signed by a Vice President (or any more senior officer) of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 15 and that all conditions precedent herein provided for relating to such transaction have been complied with. The Seller shall promptly advise the Rating Agencies in writing of any such merger, consolidation, conveyance or transfer. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserPurchaser and the Trustee, in form reasonably satisfactory to the PurchaserPurchaser and the Trustee, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered to the Purchaser and the Trustee an Officer’s 's Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.. [Remainder of the page intentionally left blank]

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party, or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws a whole, which Person in any of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder and under this Agreement, shall benefit from all be the rights granted successor to the Seller hereunder in all material respectswithout the execution or filing of any document or any further act by any of the parties to this Agreement; and PROVIDED, HOWEVER, that (iix) The the Seller shall have delivered to the Purchaser Trustee and the Security Insurer an Officer’s Certificate of the Seller Officers' Security and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement of assumption comply with this Section 7.3, and that (y) all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction merger, consolidation or succession have been complied with. (b) The obligations of . Notwithstanding the above, no such transaction shall result in the Seller hereunder shall not be assignable nor shall any Person succeed becoming subject to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Trustee, the Servicer, the Security Insurer and the Rating Agencies with prompt notice of Section 5.06any such transaction.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety a whole, shall be organized and existing under the laws successor to the Seller without the execution or filing of any document or any further act by any of the United States or parties to these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any State or of the District foregoing transactions except upon satisfaction of Columbia, andthe following: (i) the surviving Person, if other than the Seller is not the surviving entitySeller, shall expressly assume, by executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder under these Master Sale Terms, each Sale Agreement and shall benefit from all the rights granted to the Seller hereunder in all material respectseach Xxxx of Sale; and (ii) The Seller immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than the Seller, shall have delivered to the Purchaser Eligible Lender Trustee an Officer’s Officers’ Certificate of the Seller 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 and that all conditions precedent herein precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with. (b) The obligations of , and that the Seller hereunder Rating Agency Condition shall not be assignable nor shall any Person succeed have been satisfied with respect to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.such transaction; Sale Agreement

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party, or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws a whole, which Person in any of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder and under this Agreement, shall benefit from all be the rights granted successor to the Seller hereunder in all material respectswithout the execution or filing of any document or any further act by any of the parties to this Agreement; and provided, however, that (iix) The the Seller shall have delivered to the Purchaser Trustee and the Certificate Insurer an Officer’s Officers' Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement of assumption comply with this Section 7.3, and that (y) all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction merger, consolidation or succession have been complied with. (b) The obligations of . Notwithstanding the above, no such transaction shall result in the Seller hereunder shall not be assignable nor shall any Person succeed becoming subject to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Trustee, the Servicer, the Certificate Insurer and the Rating Agencies with prompt notice of Section 5.06any such transaction.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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, unless: (i) the corporation Person formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be be, if the Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, andand shall be a national banking association, if the Seller state banking corporation or other entity which is not subject to the surviving entity, bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserTrustee, in form reasonably satisfactory to the PurchaserPurchaser and the Trustee, the performance of every covenant and obligation of the Seller Seller, as applicable hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered Seller, as applicable hereunder. To the extent that any right, covenant or obligation of the Seller, as applicable hereunder, is inapplicable to the Purchaser an Officer’s Certificate of the Seller and an Opinion of Counsel each stating that successor entity, such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating successor entity shall be subject to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed covenant or obligation, or benefit from such right, as would apply, to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.extent practicable, to such successor

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserPurchaser and the Owner Trustee, in form reasonably satisfactory to the PurchaserPurchaser and the Owner Trustee, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respects; and (ii) The Seller shall have delivered to the Purchaser and the Owner Trustee an Officer’s 's Certificate of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06. [Remainder of the page intentionally left blank.]

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. Any Person (a) The Seller 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 Seller is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Seller shall be a party or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Seller substantially as an entirety a whole, shall be organized and existing under the laws successor to the Seller without the execution or filing of any document or any further act by any of the United States or parties to these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any State or of the District foregoing transactions except upon satisfaction of Columbia, andthe following: (i) the surviving Person, if other than the Seller is not the surviving entitySeller, shall expressly assume, by executes an agreement supplemental hereto, executed and delivered of assumption to the Purchaser, in form reasonably satisfactory to the Purchaser, the performance of perform every covenant and obligation of the Seller hereunder under these Master Sale Terms, each Sale Agreement and shall benefit from all the rights granted to the Seller hereunder in all material respectseach Xxxx of Sale; and (ii) The Seller immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached; (iii) the surviving Person, if other than the Seller, shall have delivered to the Purchaser Eligible Lender Trustee an Officer’s Officers’ Certificate of the Seller 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 and that all conditions precedent herein precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with. (b) The obligations of , and that the Seller hereunder Rating Agency Condition shall not be assignable nor shall any Person succeed have been satisfied with respect to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.06.such transaction;

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER. (a) The Seller 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 The corporation formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the PurchaserPurchaser and the Trustee, in form reasonably satisfactory to the PurchaserPurchaser and the Trustee, the performance of every covenant and obligation of the Seller Seller, as applicable hereunder and shall benefit from all the rights granted to the Seller hereunder in all material respectsSeller, as applicable hereunder; and (ii) The Seller shall have delivered to the Purchaser and the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 12 and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of the Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Seller hereunder except in each case in accordance with the provisions of the foregoing paragraph and of Section 5.069.