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: (i) the Servicer has delivered to the Administrative Agent and each Lender an Officer’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 5.04 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 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 Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender; (iii) no 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 result therefrom; and (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall 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 the Servicer is the surviving entity and unlessunless either: (i) the Administrative Agent consents to such merger or consolidation in its sole discretion; or (ii) the following have occurred: a. the Servicer has delivered to the Administrative Agent and each Lender an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual mattersmatters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 5.04(a) 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 supplemental agreement is legal, valid and binding with respect to the Servicer and such other matters as the Administrative Agent may reasonably request; (ii) b. the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender;; and (iii) c. no Event of Default event would result from such merger, consolidation, conveyance or Servicer Default or event that with notice or lapse of time transfer which would constitute either an Event of Default Default, Servicer Termination Event or a Servicer Default shall result therefrom; and (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall have consented in writing to such consolidation, merger, conveyance or transferUnmatured Event of Default.

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: (i) the Servicer has delivered to the Administrative Agent and each Lender an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual mattersmatters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 5.04(a) and that all conditions precedent herein provided for relating to such transaction have been complied with and, in the case of the AmericasActive:18709990.5 Opinion of 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 Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender; (iii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default Termination Event shall result therefromhave occurred (and has not been waived); and (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall have consented in writing has received all “know your customer” information satisfactory to it related 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: (i) the Servicer has delivered to the Administrative Agent and each Lender an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual mattersmatters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 5.04(a) 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 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 Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender; (iii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default Termination Event shall result therefromhave occurred (and has not been waived); and (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall have consented in writing has received all “know your customer” information satisfactory to it related 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: (i) the Servicer has delivered to the Administrative Agent and each Lender Agent an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual mattersmatters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this 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 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 Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each LenderLender Agent; (iii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default Termination Event shall result therefromhave occurred; and (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall 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 the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender an Officer’s 's Certificate and an Opinion of Counsel (which may rely on an Officer’s '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 5.04 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 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 Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender; (iii) no 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 result therefrom; and (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall 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 the Servicer is the surviving entity and unless: (i) the Servicer has delivered to the Administrative Agent and each Lender an Officer’s Certificate and an Opinion of Counsel (which may rely on an Officer’s Certificate as to factual mattersmatters such as whether or not such transaction would cause an Event of Default or Servicer Termination Event) each stating that any such consolidation, merger, conveyance or transfer and any supplemental agreement executed in connection therewith comply with this Section 5.04 5.04(a) 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 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 Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to the Administrative Agent and each Lender; (iii) after giving effect thereto, no Event of Default or Servicer Default Termination Event or event that with notice or lapse of time would constitute either an Event of Default or a Servicer Default Termination Event shall result therefromhave occurred (and has not been waived); andand AmericasActive:18709990.5 (iv) unless the surviving entity is a Qualified FE Affiliate, the Administrative Agent shall have consented in writing has received all “know your customer” information satisfactory to it related to such consolidation, merger, conveyance or transfer.