Common use of Mergers, Sales, Etc Clause in Contracts

Mergers, 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, or agree to do any of the foregoing, unless (i) no Event of Termination, Unmatured Event of Termination, Master Servicer Termination Event or Unmatured Master Servicer Termination Event has occurred and is continuing or would result immediately after giving effect thereto, (ii) if Originator is not the surviving corporation or if 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 wholly owned Subsidiary of CHR and agrees to be bound by the terms and provisions applicable to Originator hereunder, (iii) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (iv) Administrative Agent and Buyer have consented thereto in writing, such consent not to be unreasonably withheld and (v) Administrative Agent receives such additional certifications 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.

Mergers, Sales, Etc. Consolidate Unless an Originator is the surviving or continuing entity, and no Change of Control shall result, consolidate or merge with or into any other Person (other than another Originator) or sell, lease or transfer all or substantially all of its property and assetsassets (other than another Originator), or agree to do any of the foregoing, unless (i) no Event of Termination, Default or Unmatured Event of Termination, Master Servicer Termination Event or Unmatured Master Servicer Termination Event Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator shall have given Buyer and Administrative Agent 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 wholly owned Subsidiary of CHR Performance Guarantor and agrees to be bound by the terms and provisions of the Transaction Documents applicable to such Originator hereunder, (iiiiv) no Change in Control shall result, (v) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (ivvi) Administrative Agent and Buyer have consented thereto in writing, such consent not to be unreasonably withheld and (vvii) Administrative Agent receives such additional certifications 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.