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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- THE SELLER Any Person (a) into which Xxxxxx Mae SLM ELC may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx SLM ELC shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae SLM ELC substantially as a whole, shall be the successor to Xxxxxx Xxx SLM ELC without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Terms; provided, however, that Xxxxxx Mae SLM ELC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx XxxSLM ELC, executes an agreement of assumption to perform every obligation of Xxxxxx Mae SLM ELC under the these Master Terms, each Purchase Agreement, Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, ; (iii) the surviving Person, if other than Xxxxxx XxxSLM ELC, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in this Purchase Agreement these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction transaction; and (iv) if Xxxxxx Mae SLM ELC is not the surviving entity, Xxxxxx Xxx SLM ELC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- of, the Servicer or Seller. ---------------------------------------------- Any Person (a) corporation into which Xxxxxx Mae the Servicer or Seller may be merged or consolidated, (b) which may result or any corporation resulting from any merger merger, conversion or consolidation to which Xxxxxx Xxx the Servicer or Seller shall be a party party, or (c) which may succeed any corporation succeeding to the properties and assets business of Xxxxxx Mae substantially as a wholethe Servicer or Seller, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any corporation, more than 50% of the parties to this Purchase Agreement; providedvoting stock of which is, howeverdirectly or indirectly, that Xxxxxx Mae hereby covenants that it will not consummate any of owned by the foregoing transactions except upon satisfaction of the following: (i) the surviving PersonIndirect Parent, if other than Xxxxxx Xxx, which executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Servicer or Seller hereunder, shall be the successor of the Servicer or Seller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Notwithstanding anything to the contrary contained in this Section 7.02 or in Section 7.04, the Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that (i) the Purchase Agreementpurchaser or transferee accepting such assignment or delegation shall be a Person reasonably satisfactory to the Trustee and which shall be qualified to service mortgage loans for the Federal National Mortgage Association, and shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Agreement from and after the date of such agreement; and (ii) each Rating Agency's rating of the Investor Certificates in effect immediately after giving effect prior to such transactionassignment, no representation sale or warranty made pursuant transfer will not be qualified, downgraded or withdrawn as a result of such assignment, sale or transfer, as evidenced by a letter to Section 5 such effect from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have delivered remain liable for all liabilities and obligations incurred by it as Servicer hereunder prior to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion satisfaction of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all the conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, assignment and that delegation set forth in clauses (i) and (ii) of the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestspreceding sentence.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- of, Servicer. Any Person (a) into which Xxxxxx Mae the Servicer may be merged or ------------ consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Servicer shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Servicer substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the Purchase part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving -------- ------- effect to such transaction, no representation Servicer Default and no event that, after notice or warranty made pursuant to Section 5 lapse of time, or both, would become a Servicer Default shall have been breachedoccurred and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Servicer shall have delivered to the Interim Eligible Lender Note Issuer, the Note Trustee and Xxxxx'x an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply complies with this Section and that all conditions precedent, if any, precedent provided for in this Purchase Agreement relating to such transaction have been complied with, with and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Servicer shall have delivered to the Interim Eligible Lender Note Issuer, the Note Trustee and Xxxxx'x an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Servicer, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary fully to preserve and protect fully the interest interests of Funding and the Interim Eligible Lender Trustee Note Issuer in the Loans Transition Property and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii) and (iii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- of, Seller. Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to Xxxxxx Xxx the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement Seller shall have received the written consent of assumption the Insurer prior to perform every obligation of Xxxxxx Mae under the Purchase Agreemententering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breachedbreached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Trust Collateral Agent, the Owner Trustee and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans Receivables and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- SELLER --------- Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx the Seller without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Sale Terms; provided, however, that Xxxxxx Mae the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxxthe Seller, executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller under the Purchase Agreementthese Master Sale Terms, (ii) 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 Xxxxxx Xxxthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction transaction, (iv) if Xxxxxx Mae the Seller is not the surviving entity, Xxxxxx Xxx such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Purchaser and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- XXXXXX XXX ---------- of, Seller. Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, ---------- (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the Purchase part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no representation or ----------------- warranty made pursuant to Section 5 Article III shall have been breachedbreached and (if the Seller is the Servicer) no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Seller, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary to fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee Note Issuer in the Loans Transition Property and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests, and (iv) Moody's shall have received prior written notice of such transaction. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of any transaction referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. OF --------------------------------------------------------------- ---------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.