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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Transferor. ------------------------------ (a) The Transferor 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) (A) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor 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 shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.2(a)(ii); (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; and (iii) the Transferor shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder (i) except for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or (ii) unless the assignee with respect to such obligations shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assignee.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the TransferorSeller. ------------------------------ Any Person (a) The Transferor 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) (A) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation formed by such consolidation or into which the Transferor is Seller 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 Transferor Seller substantially as an entirety shall be organized and existing under the laws a whole, which Person in any of the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Trustee, in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the TransferorSeller under this Agreement, as applicable hereunder and shall benefit from all be the rights granted successor to the Transferor, as applicable hereunder. To Seller hereunder without the extent that execution or filing of any right, covenant document or obligation any further act by any of the Transferorparties to this Agreement; provided, as applicable hereunderfurther, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.2(a)(ii); that (iix) the Transferor Seller shall have delivered to the Indenture Trustee an Officer's Certificate signed by a Vice President (or any more senior officer) and an Opinion of the Transferor Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement of assumption comply with this Section 7.2 6.2, 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 and an Opinion of Counsel that with. Notwithstanding the above, no such supplemental agreement is legal, valid and binding; and (iii) transaction shall result in the Transferor shall have delivered notice Seller becoming subject to the Rating Agency of such consolidation, merger, conveyance or transfer. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder (i) except for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph United States Bankruptcy Code or (ii) unless the assignee with respect to such obligations shall be organized and existing under the similar laws of any State. The Seller or its successor hereunder shall provide the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Indenture Trustee, the performance Servicer and the Rating Agencies with prompt notice of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assigneetransaction.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the TransferorSeller. -------------------------------------------------------- (a) The Transferor 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) (A) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation formed by such consolidation or into which the Transferor Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially 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 state or the District of Columbia, and shall be a national banking savings and loan association, state banking corporation national association, a bank or other entity which is not subject to the bankruptcy laws of the United States of America and and, if the Seller is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable Seller hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.2(a)(ii);; and (ii) the Transferor shall have Seller has delivered to the Trustee an Officer's Certificate officers' certificate signed by a Vice President (or any more senior officer) of the Transferor Seller and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.2 7.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and bindingwith; and (iii) the Transferor shall have Seller has delivered notice to the each Rating Agency of such consolidation, merger, conveyance or transfer. (b) The obligations of the Transferor Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor Seller hereunder (i) except for mergers, consolidations, assumptions or transfers in each case in accordance with the provisions of the foregoing paragraph or (ii) unless the assignee with respect to such obligations shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assigneeparagraph.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the Transferora Seller. ------------------------------ (a) The Transferor ------------------------- Neither 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) (A) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation Person formed by such consolidation or into which the Transferor such Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor such Seller substantially as an entirety shall be be, if such 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, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, Buyer in form satisfactory to the TrusteeBuyer, the performance of every covenant and obligation of the Transferor, as applicable such Seller hereunder and shall benefit from all the rights granted (to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferorsuch Seller, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.2(a)(ii); (ii) the Transferor such Seller shall have delivered to the Trustee Buyer and the Administrator an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.2 9.14 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; and (iii) the Transferor shall have delivered notice binding with respect to the Rating Agency of successor entity and that the entity surviving such consolidation, merger, conveyance or transfer. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder (i) except for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or (ii) unless the assignee with respect to such obligations shall be transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia. The Administrator shall receive prompt written notice of such merger or consolidation of such Seller; and (iii) after giving effect thereto, and no Termination Event or Unmatured Termination Event shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assigneehave occurred.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations ofOBLIGATIONS OF, the TransferorTHE SELLER. ------------------------------ (a) -------------------------- The Transferor 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) (A) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation Person formed by such consolidation or into which the Transferor Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor 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, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the TrusteeBuyer and the Deal Agent, in form satisfactory to the TrusteeDeal Agent, the performance of every covenant and obligation of the Transferor, as applicable Seller hereunder and shall benefit from all the rights granted (to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the TransferorSeller, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.2(a)(ii); (ii) the Transferor Seller shall have delivered to the Trustee Buyer and the Deal Agent an Officer's Certificate signed by a Vice President (or any more senior officer) of the Transferor stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 7.2 9.13 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; and (iii) the Transferor shall have delivered notice binding with respect to the Rating Agency of successor entity and that the entity surviving such consolidation, merger, conveyance or transfer. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder (i) except for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or (ii) unless the assignee with respect to such obligations shall be transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia, and . The Deal Agent shall be a national banking association, state banking corporation receive prompt written notice of such merger or other entity which is not subject to the bankruptcy laws consolidation of the United States Seller; and (iii) after giving effect thereto, no Early Amortization Event or an event which with notice or lapse of America and time or both would constitute such an Early Amortization Event shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assigneehave occurred.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. Obligations of, the a Transferor. ---------------------------------------------------------- (a) The No Transferor shall not dissolve, liquidate, 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, Person unless: (i) (Ax) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation formed by such consolidation or into which the such Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor substantially as an entirety shall be be, if such Transferor is not the surviving entity, is organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, state banking corporation a bank or other entity which is not subject eligible to the bankruptcy laws be a debtor in a case under Title 11 of the United States Code (the "Bankruptcy Code") or is a special purpose corporation whose powers and activities are limited to substantially the same degree as provided in the certificate of America and incorporation of HRF and, if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder; and (y) such Transferor or the Transferorsurviving entity, as applicable hereunder and shall benefit from all the rights granted to the Transferorcase may be, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity. In furtherance hereof, in applying this Section 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.2(a)(ii); (ii) the Transferor shall have has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer's Certificate signed by a Vice President (or any more senior officer) and an Opinion of the Transferor Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale and such supplemental agreement comply with this Section 7.2 Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity, and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and bindingwith; and (iiiii) the Transferor shall have delivered notice to the Rating Agency of Condition shall have been satisfied with respect to such consolidation, merger, conveyance or transfer. (b) The obligations Except as permitted by subsection 2.07(c), the obligations, rights or any part thereof of the each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the any Transferor hereunder except (i) except for conveyances, mergers, consolidations, assumptions assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph or and (ii) unless for conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) which such Transferor and the assignee with respect to such obligations shall be organized and existing under Servicer determine will not result in an Adverse Effect, (2) which meet the laws requirements of clause (ii) of the United States of America preceding paragraph and (3) for which such purchaser, transferee, pledgee or any State or the District of Columbia, and shall be a national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America and shall expressly assume, by in an agreement supplemental hereto, executed and delivered to the Trustee, Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assigneeTransferor thereby conveyed.