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

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless: (1) in the case of any merger or consolidation, (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall execute and deliver to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement and each of the other Transaction Documents to which it is a party, (B) no Change in Control shall result, (C) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (D) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent to such transaction and (G) the Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless: (1) in the case of any merger or consolidation, (i) such Originator the Transferor shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall execute and deliver to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator the Transferor under this Agreement and each of the other Transaction Documents to which it is a party, (B) no Change in Control shall result, (C) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (D) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent to such transaction and (G) the Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statementsstatements or, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator the Transferor acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate Each Originator (only so long as such Originator remains a party to this Agreement as an Originator hereunder) shall not (i) be a party to any merger, consolidation or merge other restructuring, except a merger, consolidation or other restructuring where (A) the surviving entity with respect thereto is an Originator or into (B) the Buyer, the Administrative Agent and each Lender have each (i) received thirty (30) days’ (or such shorter period as the Administrative Agent may permit in its sole discretion) prior written notice thereof, (ii) consented in writing thereto (such consent not to be unreasonably withheld, conditioned or delayed), (iii) received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (iv) been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Secured Parties, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent shall have been taken by, and at the expense of, such Originator (including the filing of any UCC financing statements, the receipt of certificates and other Person requested documents from public officials and all such other actions required pursuant to Section 7.3) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or transfer a series of transactions, all or substantially all of its property and assets as an entirety to any Personexcept a sale, unless: (1) in the case of any merger transfer, assignment, conveyance or consolidation, lease where (i) the recipient of such assets is an Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall execute and deliver to Buyer, the Transferee and the Administrative Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement and each of Lender have both (x) received thirty (30) days’ (or such shorter period as the other Transaction Documents Administrative Agent may permit in its sole discretion) prior written notice thereof and (y) consented in writing thereto (such consent not to which it is a partybe unreasonably withheld, conditioned or delayed) or (B) no Change in Control shall result, any Receivables or any interest therein (C) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (D) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent than pursuant to such transaction and (G) the Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefromthis Agreement).

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless: (1) unless in the case of any merger or consolidation, consolidation (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States or any state thereof, (B) the surviving entity shall execute and deliver to Buyer, the Transferee Administrative Agent and the each Group Agent an agreement, in form and substance reasonably satisfactory to the Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement and each of the other Transaction Documents to which it is a party, (BC) no Change in Control shall result, (CD) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (DE) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (EF) the Administrative Agent receives all documentation and other information regarding “know your customer” and Antianti-Money Laundering Laws money laundering rules and regulations as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent to such transaction request and (G) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person (other than with another Originator) or sell, lease or transfer all or substantially all of its property and assets as an entirety (other than to another Originator), or agree to do any Personof the foregoing, unless: (1) in the case of any merger or consolidation, unless (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Initial Servicer Replacement Event, Event of Default Default, Amortization Event or Unmatured Event of Default has occurred and is continuing or would result therefrom or immediately after giving effect thereto, (ii) such Originator shall have given Buyer and Administrative Agent not less than fifteen (15) Business Days’ prior written notice thereof, (iii) if such Originator is not the surviving corporation or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving corporation or the Person purchasing or being leased the assets is (A) the surviving entity shall execute a Subsidiary of Performance Guarantor and deliver agrees to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption be bound by the surviving entity terms and provisions of the due and punctual performance and observance of each obligation, covenant and condition of Transaction Documents applicable to such Originator hereunder and (B) an entity organized or existing under this Agreement and each the laws of the other Transaction Documents to which it is a partyUnited States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (Biv) no Change in Control shall result, (Cv) no Event of Default or Unmatured Event of Default has occurred Performance Guarantor reaffirms in a writing, in form and is continuing or would result therefromsubstance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (Dvi) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator TransactionAdministrative Agent, the Agent provides prior written consent to such transaction Required Lenders and Buyer have consented thereto in writing and (Gvii) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person (other than with another Originator) or sell, lease or transfer all or substantially all of its property and assets as an entirety (other than to another Originator), or agree to do any Personof the foregoing, unless: (1) in the case of any merger or consolidation, unless (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default Default, Amortization Event or Unmatured Event of Default has occurred and is continuing or would result therefrom or immediately after giving effect thereto, (ii) such Originator shall have given Buyer and Administrative Agent not less than fifteen (15) Business Days’ prior written notice thereof, (iii) if such Originator is not the surviving corporation or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving corporation or the Person purchasing or being leased the assets is (A) the surviving entity shall execute a Subsidiary of Performance Guarantor and deliver agrees to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption be bound by the surviving entity terms and provisions of the due and punctual performance and observance of each obligation, covenant and condition of Transaction Documents applicable to such Originator hereunder and (B) an entity organized or existing under this Agreement and each the laws of the other Transaction Documents to which it is a partyUnited States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (Biv) no Change in Control shall result, (Cv) no Event of Default or Unmatured Event of Default has occurred Performance Guarantor reaffirms in a writing, in form and is continuing or would result therefromsubstance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (Dvi) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator TransactionAdministrative Agent, the Agent provides prior written consent to such transaction Required Lenders and Buyer have consented thereto in writing and (Gvii) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate with or merge with any Person, or into any other Person convey, transfer or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless: (1) unless in the case of any merger or consolidation, consolidation (i) such Originator the Servicer shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to the Transferee and the Administrative Agent an agreement, in form and substance reasonably satisfactory to the Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator the Servicer under this Agreement and each of the other Transaction Documents to which it is a partyDocument, (BC) no Change in Control shall result, (CD) the Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) the Administrative Agent and the Majority Group Agents receive all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act as it shall request, (F) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing or would result therefrom, (D) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent to such transaction immediately after giving effect thereto and (G) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate Seller shall not (i) be a party to any merger, consolidation or merge with other corporate restructuring, except (I) a merger of Seller into an Originator or into (II) a merger, consolidation or other corporate restructuring where the Buyer, the Administrative Agent (as Issuer’s assignee) and each Purchaser have each (A) received notice thereof no later than or promptly after the effective date, (B) within thirty (30) days following the effectiveness thereof, received executed copies of all documents, certificates and opinions (including, without limitation, opinions relating to corporate, bankruptcy and UCC matters) as the Buyer or the Administrative Agent shall reasonably request and (C) within thirty (30) days following the effectiveness thereof, been satisfied that all other action to perfect and protect the interests of the Buyer and the Administrative Agent, on behalf of the Purchasers, as the Issuer’s assignee, in and to the Receivables to be sold by it hereunder and other Related Rights, as reasonably requested by the Buyer or the Administrative Agent (as Issuer’s assignee) shall have been taken by, and at the expense of, Seller (including the filing of any UCC financing statements, the receipt of certificates and other Person requested documents from public officials) or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or transfer a series of transactions, all or substantially all of its property and assets as except (I) to an entirety Originator or (II) if prior to any Person, unless: (1) the effective date thereof or in the case of any merger or consolidation, connection therewith (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall execute and deliver to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement and each of the other Transaction Documents to which it is a party, (B) no Change in Control shall result, (C) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (D) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent to such transaction and (G) the Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business been terminated and (ii) no Event of Default the OHSUSA:760435930.4 Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof or Unmatured Event of Default (B) any Receivables or Related Rights or any interest therein (other than pursuant to this Agreement) except if prior to the effective date thereof or in connection therewith (i) this Agreement is or has occurred been terminated and is continuing or would result therefrom(ii) the Administrative Agent (as Issuer’s assignee) and each Purchaser shall have received notice thereof.

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person (other than with another Originator) or sell, lease or transfer all or substantially all of its property and assets as an entirety (other than to another Originator), or agree to do any Personof the foregoing, unless: (1) in the case of any merger or consolidation, unless (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Initial Servicer Replacement Event, Event of Default Termination, Amortization Event or Unmatured Event of Default Termination has occurred and is continuing or would result therefrom or immediately after giving effect thereto, (ii) such Originator shall have given Buyer, LC Bank and Administrative Agent not less than fifteen (15) Business Days’ prior written notice thereof, (iii) if such Originator is not the surviving corporation or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving corporation or the Person purchasing or being leased the assets is (A) the surviving entity shall execute a Subsidiary of Performance Guarantor and deliver agrees to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption be bound by the surviving entity terms and provisions of the due and punctual performance and observance of each obligation, covenant and condition of Transaction Documents applicable to such Originator hereunder and (B) an entity organized or existing under this Agreement and each the laws of the other Transaction Documents to which it is a partyUnited States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (Biv) no Change in Control shall result, (Cv) no Event of Default or Unmatured Event of Default has occurred Performance Guarantor reaffirms in a writing, in form and is continuing or would result therefromsubstance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (Dvi) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator TransactionAdministrative Agent, the Agent provides prior written consent to such transaction Required Purchasers and Buyer have consented thereto in writing and (Gvii) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless: (1) unless in the case of any merger or consolidation, consolidation (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States or any state thereof, (B) the surviving entity shall execute and deliver to the Transferee Transferee, Administrative Agent and the each Group Agent an agreement, in form and substance reasonably satisfactory to the Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator under this Agreement and each of the other Transaction Documents to which it is a party, (BC) no Change in Control shall result, (CD) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (DE) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (EF) the Administrative Agent receives all documentation and other information regarding “know your customer” and Antianti-Money Laundering Laws money laundering rules and regulations as it shall request, (FG) unless such transaction constitutes a Permitted Originator Transactionthe Administrative Agent, the Agent provides Majority Group Agents and the Transferee provide prior written consent to such transaction and (GH) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate or merge with or into any other Person (other than with another Originator) or sell, lease or transfer all or substantially all of its property and assets as an entirety (other than to another Originator), or agree to do any Personof the foregoing, unless: (1) in the case of any merger or consolidation, unless (i) such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or immediately after giving effect thereto, (ii) such Originator shall have given Buyer, Administrative Agent and LC Bank not less than ten (10) Business Days’ prior written notice thereof, (iii) if such Originator is not the surviving corporation or if such Originator sells, leases or transfers all or substantially all of its property and assets, the surviving corporation or the Person purchasing or being leased the assets is (A) the surviving entity shall execute a Subsidiary of Performance Guarantor and deliver agrees to the Transferee and the Agent an agreement, in form and substance reasonably satisfactory to the Agent, containing an assumption be bound by the surviving entity terms and provisions of the due and punctual performance and observance of each obligation, covenant and condition of Transaction Documents applicable to such Originator hereunder and (B) an entity organized or existing under this Agreement and each the laws of the other Transaction Documents to which it is a partyUnited States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (Biv) no Change in Control shall result, (Cv) no Event of Default or Unmatured Event of Default has occurred Performance Guarantor reaffirms in a writing, in form and is continuing or would result therefromsubstance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (Dvi) the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator TransactionAdministrative Agent, the Agent provides prior written consent to such transaction Required Lenders and Buyer have consented thereto in writing and (Gvii) the Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements. For the avoidance of doubt, or (2) the foregoing shall in no way restrict the case removal of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such any Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefromunder Section 9.02.

Mergers, Acquisitions, Sales, etc. Consolidate with or merge with any Person, or into any other Person convey, transfer or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless: (1) unless in the case of any merger or consolidation, consolidation (i) such Originator the Servicer shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to the Transferee Administrative Agent and the each Group Agent an agreement, in form and substance reasonably satisfactory to the Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator the Servicer under this Agreement and each of the other Transaction Documents to which it is a partyDocument, (BC) no Change in Control shall result, (CD) the Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Administrative Agent, that its 760715600 23750643 obligations under the Performance Guaranty shall apply to the surviving entity, (E) the Administrative Agent and the Majority Group Agents receive all documentation and other information required by bank regulatory authorities under “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act as it shall request, (F) no Event of Default Termination or Unmatured Event of Default Termination has occurred and is continuing or would result therefromimmediately after giving effect thereto, (DG) the surviving entity maintains its jurisdiction of organization Administrative Agent and its chief executive office within a jurisdiction in the United States of America, (E) the Agent receives all documentation and other information regarding “know your customer” and Anti-Money Laundering Laws as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides Majority Group Agents provide prior written consent to such transaction and (GH) the Administrative Agent and each Group Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.

Mergers, Acquisitions, Sales, etc. Consolidate with or merge with any Person, or into any other Person convey, transfer or sell, lease or transfer all or substantially all of its property and assets as an entirety (other than the transfers of its assets under the Transaction Documents) to any Person, unless: (1) unless in the case of any merger or consolidation, consolidation (i) such Originator the Servicer shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to the Transferee and the Administrative Agent an agreement, in form and substance reasonably satisfactory to the Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of such Originator the Servicer under this Agreement and each of the other Transaction Documents Document to which it is a party, (BC) no Change in Control shall result, (C) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom, (D) the Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to the Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity maintains its jurisdiction of organization and its chief executive office within a jurisdiction in the United States of Americaentity, (E) the Administrative Agent receives and the Majority Group Agents receive all documentation and other information regarding required by bank regulatory authorities under “know your customer” and Antianti-Money Laundering Laws money laundering rules and regulations, including the PATRIOT Act as it shall request, (F) unless such transaction constitutes a Permitted Originator Transaction, the Agent provides prior written consent to such transaction no Event of Termination has occurred and is continuing and (G) the Administrative Agent and each Group Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements, or (2) in the case of a sale, lease or transfer of all or substantially all of its property and assets as an entirety, (i) such Originator acquires concurrently therewith new property and assets allowing it to conduct a substantially similar business and (ii) no Event of Default or Unmatured Event of Default has occurred and is continuing or would result therefrom.