Common use of Merger or Consolidation of, Clause in Contracts

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, the Servicer. ---------------- (a) 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: (i) 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 qualify as an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; and (ii) the Servicer has delivered to the Trustee an Officer's Certificate of the Servicer stating that such consolidation, merger, conveyance or transfer complies with this Section 8.02 and that all ------------ conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel with respect to the enforceability of the assumption agreement referred to above. The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, the ServicerTransferor. ---------------------------------- (a) The Servicer 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, Person unless: (i) the corporation formed by such consolidation or into which the Servicer Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer Transferor substantially as an entirety shall be a corporation be, if the Transferor 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, if the Servicer Transferor is not the surviving entity, such corporation shall qualify as an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto hereto, executed and delivered to the Trustee Trustee, in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer Transferor hereunder; and; (ii) the Servicer has Transferor shall have delivered to the Trustee and each Enhancement Provider an Officer's Certificate of the Servicer Transferor and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Section 8.02 7.02 and that all ------------ conditions precedent herein ------------ provided for relating to such transaction have been complied with and an Opinion with; (iii) if any of Counsel the Certificates are then rated, the Rating Agency Condition shall have been satisfied with respect to the enforceability such action; and (iv) each Control Party shall have consented to such action. (b) The obligations of the assumption agreement referred Transferor hereunder shall not be assignable nor shall any Person succeed to abovethe obligations of the Transferor hereunder except in each case in accordance with the provisions of Section 7.02(a). The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ---------------------------

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, the Servicer. ---------------- (a) The Servicer shall not consolidate with or merge ---------------------------- into any other corporation entity or, except as provided herein, convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person, unless: (ia) the corporation entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, an entity 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 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 Servicer hereunder; (b) the Servicer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or sale comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with; (c) the Servicer shall have given the Rating Agencies notice of such consolidation, merger or transfer or assets; and (d) the entity 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 qualify as an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; and (ii) the Servicer has delivered to the Trustee an Officer's Certificate of the Servicer stating that such consolidation, merger, conveyance or transfer complies with this Section 8.02 and that all ------------ conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel with respect to the enforceability of the assumption agreement referred to above. The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------Servicer.

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, the Servicer. ---------------- (a) 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: (i) 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 if the Servicer 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, if the Servicer is not the surviving entity, such corporation shall qualify as an Eligible Servicer Columbia and shall expressly assume, by an agreement supplemental hereto hereto, executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; and, and shall benefit from all the rights granted to the Servicer, as applicable hereunder. To the extent that any right, covenant or obligation of the Servicer, 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; (ii) the Servicer has delivered to the Trustee and each Enhancement Provider an Officer's Certificate and an Opinion of the Servicer Counsel each stating that such consolidation, merger, conveyance or transfer complies 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 and an and, in the case of the Opinion of Counsel Counsel, that such supplemental agreement is legal, valid and binding with respect to the enforceability Servicer; and (iii) the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to each of the assumption agreement referred to above. The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------Agencies.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, the Servicer. ---------------- (a) 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: (i) 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 or a banking association 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 qualify as an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto hereto, executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) The Servicer has delivered notice of such consolidation, merger, conveyance or transfer to each of the Rating Agencies; and (iiiii) the Servicer has delivered to the Trustee and each Enhancement Provider an Officer's Certificate and an Opinion of the Servicer Counsel each stating that such consolidation, merger, conveyance or transfer complies 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 and an Opinion of Counsel with respect to the enforceability of the assumption agreement referred to above. The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------with.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, the Servicer. -------------------------------------------- (a) 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: (i) 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 shall be a savings and loan association, a national association, a bank or other entity which is not subject to the bankruptcy laws of the United States of America and, if the Servicer is not the surviving entity, such corporation shall qualify as an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; and (ii) the Servicer has delivered to the Trustee an Officerofficer's Certificate certificate signed by a Vice President (or more senior officer) of the Servicer and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer complies comply with this Section 8.02 and that all ------------ conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel with respect with; and (iii) the Servicer has delivered notice to the enforceability of the assumption agreement referred to above. The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------such consolidation, merger, conveyance or transfer.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations ------------------------------------------------------------ of, the Servicer. ---------------- (a) 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: (i) 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 be, if the Servicer 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, if the Servicer is not the surviving entity, such corporation shall qualify as an Eligible Servicer Columbia and shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee in a form reasonably satisfactory to the TrusteeManaging Facility Agent and the Required Purchasers, the performance of every covenant and obligation of the Servicer hereunder; and, and shall benefit from all the rights granted to the Servicer, as applicable hereunder; (ii) the Servicer has delivered to the Trustee an Officer's Certificate Managing Facility Agent a certificate of the Servicer Chief Financial Officer or President thereof and an opinion of counsel (which counsel shall be reasonably satisfactory to the Managing Facility Agent) each stating that such consolidation, merger, conveyance or transfer complies and such agreement comply with this Section 8.02 3.5 and that all ------------ conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the opinion of counsel, that such agreement is legal, valid and an Opinion of Counsel binding with respect to the enforceability of the assumption agreement referred to above. The Servicer Servicer; and (iii) after giving effect thereto, no Amortization Event shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------have occurred and be continuing.

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, the ServicerTransferor. ---------------------------------- (a) The Servicer 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, Person unless: (i) the corporation formed by such consolidation or into which the Servicer Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer Transferor substantially as an entirety shall be a corporation be, if the Transferor 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, if the Servicer Transferor is not the surviving entity, such corporation shall qualify as an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto hereto, executed and delivered to the Trustee Trustee, in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer Transferor hereunder; and; (ii) the Servicer has Transferor shall have delivered to the Trustee and each Enhancement Provider an Officer's Certificate of the Servicer Transferor and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies with this Section 8.02 7.02 and that all ------------ conditions precedent herein provided for relating to such transaction have been complied with and an Opinion with; (iii) if any of Counsel the Certificates are then rated, the Rating Agency Condition shall have been satisfied with respect to the enforceability such action; and (iv) each Control Party shall have consented to such action. (b) The obligations of the assumption agreement referred Transferor hereunder shall not be assignable nor shall any Person succeed to abovethe obligations of the Transferor hereunder except in each case in accordance with the provisions of Section 7.02(a). The Servicer shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ---------------------------

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, the of Servicer. ---------------- (a) ----------- 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: (i) 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, Columbia and, if the Servicer is not the surviving entity, such corporation shall qualify as an Eligible Servicer and shall expressly assume, assume by an agreement supplemental hereto hereto, executed and delivered to the Trustee in a form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; and; (ii) the Servicer has delivered to the Trustee an Officer's Certificate and an Opinion of the Servicer Counsel each stating that such consolidation, merger, conveyance or transfer complies and such supplemental agreement comply with this Section 8.02 5.18, and that all ------------ conditions precedent herein provided for herein relating to such transaction have been complied with and an Opinion of Counsel with respect satisfied; (iii) a letter from the Rating Agency shall have been delivered to the enforceability Trustee and each Noteholder confirming that the rating assigned to the Notes will not be downgraded or withdrawn (a "Rating Confirmation Letter")as a result of such consolidation, merger, conveyance or transfer; and (iv) immediately prior to and after the assumption agreement referred to above. The consummation of such merger, consolidation, conveyance or transfer, no event which, with notice or passage of time or both, would become a Servicer Event of Default under the terms of this Agreement shall promptly notify each Rating Agency following the occurrence of any transaction covered by this Section 8.02. ------------have occurred and be continuing.