Common use of Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate. Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation, succession or assignment and such agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected or (B) no such action is necessary to preserve and protect such security interest and (iv) provide notice of such merger, consolidation, succession or assignment to the Rating Agencies.

Appears in 17 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2014-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2014-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2013-D)

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Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate. Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such that Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such the merger, consolidation, succession or assignment and such the agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect stating that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected or (B) no such action is necessary to preserve and protect such the security interest and (iv) provide notice of such the merger, consolidation, succession or assignment to the Rating Agencies.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2015-B), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2015-B), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2015-A)

Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate. Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer Servicer, or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such merger, consolidation, succession or assignment and such agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected perfected, or (B) no such action is necessary to preserve and protect such security interest interest, and (iv) provide notice of such merger, consolidation, succession or assignment to the Rating Agencies.

Appears in 8 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2010-B), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2010-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2008-C)

Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate. Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such merger, consolidation, succession or assignment and such agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected or (B) no such action is necessary to preserve and protect such security interest interest, and (iv) provide notice of such merger, consolidation, succession or assignment to the Rating Agencies.

Appears in 7 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2006-C), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2008-B), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2007-A)

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Merger or Consolidation of, or Assumption of the Obligations of, the Servicer; Assignment to Affiliate. Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer Servicer, or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 6.4. Within 15 Business Days after any such merger, consolidation, succession or assignment, such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation, succession or assignment and such agreement of assumption comply with this Section 6.4, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Trust Property and the Indenture Trustee in the Collateral will be perfected perfected, or (B) no such action is necessary to preserve and protect such security interest interest, and (iv) provide notice of such merger, consolidation, succession or assignment to the Rating Agencies.

Appears in 5 contracts

Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2012-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2012-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2011-B)

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