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

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 Servicer is the surviving entity and unless: (i) the initial Servicer has delivered to the Administrative Agent and the Borrower an Officer’s Certificate stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the initial Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and the Borrower and obtained the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld); and (iii) after giving effect thereto, no Servicer Default, Unmatured Event of Default or Event of Default shall exist.

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 Servicer is the surviving entity and unless: (i) the initial Servicer has delivered to the Administrative Agent and the Borrower each Lender an Officer’s 's Certificate and an Opinion of Counsel (which may rely on an Officer's Certificate as to factual matters) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the initial Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and the Borrower and obtained the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld); andeach Lender; (iii) after giving effect thereto, no Servicer Default, Unmatured Event of Default or Servicer Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default shall exist.; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer. USActive 55323723.3

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 Servicer is the surviving entity and unless: (i) the initial Servicer has delivered to the Administrative Agent and the Borrower each Lender an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the initial Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and the Borrower and obtained the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld); andeach Lender; (iii) after giving effect thereto, no Servicer Default, Unmatured Event of Default or Servicer Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall have consented in writing to such consolidation, merger, conveyance or transfer.

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 Servicer is the surviving entity and unless: (i) the initial Servicer has delivered to the Administrative Agent and the Borrower each Lender an Officer’s 's Certificate and an Opinion of Counsel (which may rely on an Officer's Certificate as to factual matters) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the initial Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and the Borrower and obtained the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld); andeach Lender; (iii) after giving effect thereto, no Servicer Default, Unmatured Event of Default or Servicer Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer.

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 Servicer is the surviving entity and unless: (i) the initial Servicer has delivered to the Administrative Agent and the Borrower each Lender an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) the initial Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and the Borrower and obtained the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld); andeach Lender; (iii) after giving effect thereto, no Servicer Default, Unmatured Event of Default or Servicer Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transfer.

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 Servicer is the surviving entity and unless: (i) the initial Servicer has delivered to the Administrative Agent and the Borrower each Lender an Officer’s Certificate and an Opinion of Counsel each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.4 5.04 and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of a supplemental agreement, the delivery of an Opinion of Counsel stating Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request;; ​ (ii) the initial Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and the Borrower and obtained the consent of the Administrative Agent and the Borrower (such consent not to be unreasonably withheld); andeach Lender; (iii) after giving effect thereto, no Servicer Default, Unmatured Event of Default or Servicer Default or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default shall exist; and (iv) the Administrative Agent (acting at the direction of the Required Lenders, each in its sole discretion) shall have consented in writing to such consolidation, merger, conveyance or transfer (such consent not to be unreasonably withheld, conditioned or delayed).