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

Merger or Consolidation of, or Assumption of the Obligations of the 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: (a) 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, such corporation shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or a national banking association organized and existing under the laws of the United States of America or any State or the District of Columbia Columbia, and, if the Servicer is not the surviving entity, such corporation shall expressly assume, without by an agreement supplemental hereto, executed and delivered to the execution or filing of any paper or any further act on Owner Trustee and the part of any of Indenture Trustee, in form satisfactory to the parties heretoOwner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.;

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The 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, unless: (a) 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 or the District of Columbia and, if the Servicer is not the surviving entity, such corporation Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of, or Assumption of the Obligations of the 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: (a) 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 state or the District of Columbia and, if the Servicer is not the surviving entity, such corporation shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer will comply with this Section 8.02 6.2 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation Person or a national banking association 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, such corporation entity shall expressly assume, without by an agreement supplemental hereto, executed and delivered to the execution or filing of any paper or any further act on Owner Trustee and the part of any of Indenture Trustee, in form satisfactory to the parties heretoOwner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.;

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or a national banking association organized and existing under the laws of the United States of America or any State or the District of Columbia Columbia, and, if the Servicer is not the surviving entity, such corporation shall expressly assume, without by an agreement supplemental hereto, executed and delivered to the execution or filing of any paper or any further act on Owner Trustee and the part of any of Indenture Trustee, in form satisfactory to the parties heretoOwner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.;

Merger or Consolidation of, or Assumption of the Obligations of the 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: (a) 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, if the Servicer is not the surviving entity, such corporation corporation, shall qualify as an Eligible Servicer and shall expressly assume, without by an agreement supplemental hereto executed and delivered to the execution or filing of any paper or any further act on Trustee in a form satisfactory to the part of any of the parties heretoTrustee, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Officer's Certificate of the Servicer and an Opinion of Counsel addressed to the Trustee and each Rating Agency, each stating that such consolidation, merger, conveyance or transfer comply complies with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with.this

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The 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, unless: (a) 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 or the District of Columbia and, if the Servicer is not the surviving entity, such corporation Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Servicer hereunder; and (b) the Servicer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel Counsel, each stating that such consolidation, merger, conveyance or transfer comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of, or Assumption of the Obligations of the 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: (ai) 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, if the Servicer is not the surviving entity, such corporation shall expressly assume, without by an agreement supplemental hereto, executed and delivered to the execution or filing of any paper or any further act on Trustee in form satisfactory to the part of any of the parties heretoTrustee, the performance of every covenant and obligation of the Servicer hereunder; and (bii) the Servicer has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidationconsolida- tion, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with.