Common use of Merger or Consolidation of the Depositor or the Administrative Agent Clause in Contracts

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Assets and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Deposited Assets and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporationformation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation formation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation corporation, limited liability company or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Assets Underlying Securities and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Assets Underlying Securities and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporationformation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreementthese Standard Terms, the Certificates or any of the Term Assets Underlying Securities and to perform its respective duties under this Agreementthese Standard Terms. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement these Standard Terms on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporationformation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreementthese Standard Terms, the Certificates or any of the Term Assets Underlying Securities and to perform its respective duties under this Agreementthese Standard Terms. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement these Standard Terms on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation limited liability company under the laws of the jurisdiction of its incorporationformation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation formation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation corporation, limited liability company or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Assets Underlying Securities and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Hired NRSRO Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Assets and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's ’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of the Depositor or the Administrative Agent. (a) Subject to the following paragraph, the Depositor will keep in full effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation, and the Administrative Agent, if any, will keep in full effect its existence, rights and franchises under the laws of the jurisdiction of its incorporation or association. The Depositor and the Administrative Agent, if any, each will obtain and preserve its qualification to do business as a foreign corporation or association in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or any of the Term Assets Underlying Securities and to perform its respective duties under this Agreement. (b) The Depositor and an Administrative Agent, if any, may consolidate or merge with or into any other Person, provided that: (i) the Person (if other than the Depositor or Administrative Agent, as applicable) formed by or surviving such consolidation or merger shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, in form satisfactory to the Trustee, the performance or observance of every agreement and covenant of this Agreement on the part of the Depositor or Administrative Agent, as applicable, to be performed or observed, all as provided herein and in the applicable Series Supplement or Supplements; (ii) immediately after giving effect to such transaction, no Administrative Agent Termination Event or event which with the passage of time or notice or both would become an Administrative Agent Termination Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) the Depositor or Administrative Agent, as applicable, shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental agreement comply with this Article VI and that all conditions precedent herein provided for relating to such transaction have been complied with.