Common use of Mergers, Acquisition, Sales, etc Clause in Contracts

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the Noteholders; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the Noteholders; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the Noteholders; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer Credit Acceptance will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer Credit Acceptance is the surviving entity and unless: (i) Either (A) each Person merged into Credit Acceptance was a wholly-owned subsidiary of Credit Acceptance at all times after the Servicer date hereof and prior to the merger, or (B) Credit Acceptance has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Deal Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer Credit Acceptance and such other matters as the Trust Collateral Deal Agent may reasonably request; (Bii) the Servicer Credit Acceptance shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee and the Noteholders; and,; (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event or Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any PersonPerson (other than an Affiliate), unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer each Lender Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Administrative Agent and each Lender Agent, the Indenture Trustee and the Noteholders; and,; (Ciii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default Termination Event shall have occurredoccurred and be continuing; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer (such consent not to be unreasonably withheld).

Mergers, Acquisition, Sales, etc. The Servicer (unless the Backup Servicer is then the Successor Servicer) will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Deal Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Collateral Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Deal Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee Collateral Agent and the NoteholdersBackup Servicer; and, (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event or Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Termination Event or Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the Noteholders; and, (Ciii) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer (unless the Backup Servicer is then the Successor Servicer) will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Deal Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Deal Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee and the Noteholders; and, (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event or Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Other than the transactions contemplated by the Acquisition Agreement, the Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer Agent (who will provide each Lender with a copy promptly upon receipt thereof) an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the NoteholdersAgent (who will provide each Lender with a copy promptly upon receipt thereof); and, (Ciii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of TrusteesOwner Trustee, the Owner Trustee Backup Servicer, the Class A Insurer and the Backup Servicer Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent Agent, the Class A Insurer or the Backup Insurer may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Class A Insurer and the NoteholdersBackup Insurer; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer (unless the Backup Servicer is then the Successor Servicer) will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Deal Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Collateral Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Deal Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee Collateral Agent and the NoteholdersBackup Servicer; and, (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event, Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) other than with respect to the Permitted BDC Merger, the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer Administrative Agent an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.05 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) other than with respect to the Permitted BDC Merger, the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Administrative Agent, the Indenture Trustee and the Noteholders; and, (Ciii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer Facility Agent (who will provide each Lender with a copy promptly upon receipt thereof) an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably requestwith; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the Noteholders; and,Facility Agent (who will provide each Lender with a copy promptly upon receipt thereof); (Ciii) after giving effect thereto, no Event of Default or Servicer Default or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) unless the Servicer is the surviving entity, the Facility Agent shall have consented in writing to such consolidation, merger, conveyance or transfer unless such surviving entity (A) is an Affiliate of the Servicer and (B) after the assignment, employs or utilizes the principal personnel performing the duties required under this Agreement who are substantially the same individuals who would have performed such duties had the consolidation, merger or transfer not occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee and the Backup Servicer Agent (who will provide each Lender with a copy promptly upon receipt thereof) an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee and the NoteholdersAgent (who will provide each Lender with a copy promptly upon receipt thereof); and, (Ciii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer Investment Manager will not consolidate with or merge into any other Person Person, perform a Division Transaction or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer Investment Manager is the surviving entity and unless: (Ai) the Servicer Investment Manager has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Borrower and the Backup Servicer Administrative Agent an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, Division Transaction, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement Section 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer Investment Manager and such other matters as the Trust Collateral Borrower or the Administrative Agent may reasonably request; (Bii) the Servicer Investment Manager shall have delivered written notice of such consolidation, merger, Division Transaction, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Borrower and the Noteholders; and,Administrative Agent (which shall forward copies of the same to the Lenders promptly upon receipt thereof); (Ciii) after giving effect thereto, no Servicer Default or event that with notice or lapse Event of time, or both, would constitute a Servicer Default shall have occurred; and (iv) the Administrative Agent and the Borrower have consented in writing to such consolidation, merger, Division Transaction, conveyance or transfer.

Mergers, Acquisition, Sales, etc. The Servicer initial Collateral Manager will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer initial Collateral Manager is the surviving entity and unless: (Ai) the Servicer initial Collateral Manager has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer each Lender an Officer’s 's Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.4 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer Collateral Manager and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the Servicer initial Collateral Manager shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Administrative Agent and the Noteholders; and,each Lender; (Ciii) after giving effect thereto, no Servicer Termination Event or Collateral Manager Default or event that with notice or lapse of time, or both, time would constitute either a Servicer Termination Event or a Collateral Manager Default shall have occurred; and (iv) the Administrative Agent and each Lender have consented in writing to such consolidation, merger, conveyance or transfer.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless (x) except in connection with a Permitted Equityholder Transaction (for which the Servicer is the surviving entity and shall have delivered prompt notice) or (y) in all other cases, unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer each Lender an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the Servicer shall have delivered written prompt notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Administrative Agent and the Noteholderseach Lender; and, (Ciii) after giving effect thereto, no Event of Default or Servicer Default or event that with notice or lapse of time, or both, time would constitute an Event of Default or a Servicer Default shall have occurred and the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer occurred.

Mergers, Acquisition, Sales, etc. The Servicer (unless the Backup Servicer is then the Successor Servicer) will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Deal Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Collateral Agent and the Backup Servicer an Officer’s 's Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Deal Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee Collateral Agent and the NoteholdersBackup Servicer; and, (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event or Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Termination Event or Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Unless the Servicer is the surviving company in a merger, the Servicer will not consolidate with or merge into any other Person Person, perform a Division Transaction or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and Person unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Borrower and the Backup Servicer Administrative Agent an Officer’s 's Certificate and an Opinion of Counsel each stating that any consolidation, merger, Division Transaction, conveyance or transfer and any related such supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Borrower or the Administrative Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, Division Transaction, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Borrower and the NoteholdersAdministrative Agent (which shall forward copies of the same to the Lenders promptly upon receipt thereof); and, (Ciii) after giving effect thereto, no Servicer Default or event that with notice or lapse Event of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer (unless the Backup Servicer is then the Successor Servicer) will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Deal Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Collateral Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Deal Agent (acting at the direction, or with the consent, of the Required Lenders) may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee Collateral Agent and the NoteholdersBackup Servicer; and, (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event, Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The Except with respect to the merger of Vehicle Remarketing Services, Inc., its wholly-owned subsidiary, with and into the Servicer, which shall not require the Servicer to comply with clause (A) below, the Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of TrusteesClass A Noteholders, the Owner Trustee Trustee, the Swap Counterparty and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent or the Majority Noteholders may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Trustee, the Swap Counterparty and the Class A Noteholders; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer each Lender an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Administrative Agent and the Noteholders; and,each Lender; (Ciii) after giving effect thereto, no Event of Default or Servicer Default or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) the Administrative Agent shall have occurredconsented (not to be unreasonably withheld, conditioned or delayed) in writing to such consolidation, merger, conveyance or transfer.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of TrusteesOwner Trustee, the Owner Trustee and the Backup Servicer and the Class A Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent or the Class A Insurer may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Agent and the NoteholdersClass A Insurer; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer sell its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer each Lender an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply sale complies with the terms of this Agreement Section 5.4(b) 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer sale to the Trust Collateral Agent, the Indenture Trustee Administrative Agent and the Noteholders; and,each Lender; (Ciii) after giving effect thereto, no Servicer Default, Event of Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred; and (iv) so long as Xxxxx Fargo Securities, LLC is the Administrative Agent, Xxxxx Fargo Securities, LLC has consented in writing to such consolidation, merger, conveyance or sale if this facility is not being repaid in its entirety concurrently with such action.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (A) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of TrusteesOwner Trustee, the Owner Trustee and the Backup Servicer and the Class A Insurer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related such supplemental agreement comply with the terms of this Agreement 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Agent or the Class A Insurer may reasonably request; (B) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Agent and the NoteholdersClass A Insurer; and, (C) after giving effect thereto, no Servicer Default or event that with notice or lapse of time, or both, would constitute a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer (unless the Backup Servicer is then the Successor Servicer) will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Deal Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Collateral Agent and the Backup Servicer an Officer’s Certificate and an Opinion of Counsel each stating that any consolidation, merger, conveyance or transfer and any related supplemental agreement comply with the terms of this Agreement Section 5.5 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 any such 21894287.12 supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Deal Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Deal Agent, the Indenture Trustee Collateral Agent and the NoteholdersBackup Servicer; and, (Ciii) after giving effect thereto, no Termination Event, Unmatured Termination Event or Servicer Default Termination Event or event that with notice or lapse of time, or both, would constitute a Termination Event or Servicer Default Termination Event shall have occurred.

Mergers, Acquisition, Sales, etc. The initial Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the initial Servicer is the surviving entity and unless: (Ai) the initial Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer each Lender Agent an Officer’s Certificate and and, upon request, an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.4 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the initial Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Administrative Agent and each Lender Agent, the Indenture Trustee and the Noteholders; and, (Ciii) after giving effect thereto, no Termination Event or Servicer Default or event that with notice or lapse of time, or both, time would constitute either a Termination Event or a Servicer Default shall have occurred.

Mergers, Acquisition, Sales, etc. The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless: (Ai) the Servicer has delivered to the Trust Collateral Agent, the Indenture Trustee, the Board of Trustees, the Owner Trustee Administrative Agent and the Backup Servicer Required Lenders an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any related supplemental agreement executed in connection therewith comply with the terms of this Agreement Section 5.04 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 any such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Trust Collateral Administrative Agent may reasonably request; (Bii) the Servicer shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trust Collateral Agent, the Indenture Trustee Administrative Agent and the Noteholders; and,Required Lenders; (Ciii) after giving effect thereto, no Event of Default or Servicer Default or event that with notice or lapse of time, or both, time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) other than with respect to consolidation, merger, conveyance or transfer with or to an Affiliate of the Servicer, the Administrative Agent shall have occurredconsented in writing to such consolidation, merger, conveyance or transfer.