Common use of Merger, Consolidation or Assumption of the Obligations of Servicer Clause in Contracts

Merger, Consolidation or Assumption of the Obligations of Servicer. Any Person (i) into which the Servicer shall be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) which may succeed to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties hereto; provided, however, (a) the Servicer shall have delivered to the Depositor and the Trustees an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion or consolidation and such agreement of assumption comply with this Section and (b) the Servicer shall have delivered to the Depositor and the Trustees an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (a) and (b) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section to the Trustees and the Rating Agencies.

Merger, Consolidation or Assumption of the Obligations of Servicer. Any Person corporation (i) into which the Servicer shall may be merged or consolidated, (ii) which may result resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iii) which may succeed succeeding to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement hereunder without the execution or filing of any other document paper or any further act on the part of any of the parties hereto; provided, however, (a) the Servicer shall have delivered to the Depositor and the Trustees an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion or consolidation and such agreement of assumption comply with this Section and (b) the Servicer shall have delivered to the Depositor and the Trustees an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary contained hereinnotwithstanding, the execution and such corporation in any of the foregoing cases shall execute an agreement of assumption assumption, in a form reasonably satisfactory to the Trustee, agreeing to perform every obligation of the Servicer hereunder and compliance with clauses (a) and (b) above under each Series Supplement. Any corporation succeeding to the business of the Servicer by merger, consolidation or otherwise shall be conditions to a corporation organized and existing under the consummation laws of the transactions referred to in clauses (i), (ii) United States or any State and (iii) abovehave a tangible net worth of at least $20,000,000. The Servicer shall provide prompt written notice of the effectiveness of any such event to the Obligors and the Trustee. In addition to the provisions set forth in the preceding paragraph, if the Servicer is an Affiliate of Advanta Corp., the Servicer may transfer all of its duties, obligations, rights and privileges as Servicer under this Master Agreement and all Supplements hereto to such Affiliate of Advanta Corp. provided that the then Servicer shall give 30 days prior written notice of any merger, conversion, consolidation or succession pursuant to this Section such change to the Trustees Trustee, each of the Obligors and each Series Controlling Person and the Rating Agenciesentity assuming the Servicer position shall execute an agreement of assumption, in a form reasonably satisfactory to the Trustee agreeing to perform every obligation of the Servicer hereunder and under each Series Supplement. Upon the execution and delivery to the Trustee of such written assumption such Affiliate of Advanta Corp. shall become the Servicer hereunder and under each Series Supplement without any further act on the part of any of the parties hereto and the entity serving as servicer prior to such assumption shall be relieved of all duties hereunder and shall cease to be the servicer. Any affiliate of Advanta Corp. which becomes a Servicer under this paragraph shall not be required to have a tangible net worth of at least $20,000,000.

Merger, Consolidation or Assumption of the Obligations of Servicer. Any Person corporation (i) into which the Servicer shall may be merged or consolidated, (ii) which may result resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iii) which may succeed succeeding to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement hereunder without the execution or filing of any other document paper or any further act on the part of any of the parties hereto; provided, however, (a) the Servicer shall have delivered to the Depositor and the Trustees an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion or consolidation and such agreement of assumption comply with this Section and (b) the Servicer shall have delivered to the Depositor and the Trustees an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary contained hereinnotwithstanding, the execution and such corporation in any of the foregoing cases shall execute an agreement of assumption assumption, in a form reasonably satisfactory to the Trustee, agreeing to perform every obligation of the Servicer hereunder and compliance with clauses (a) and (b) above under each Series Supplement. Any corporation succeeding to the business of the Servicer by merger, consolidation or otherwise shall be conditions to a corporation organized and existing under the consummation laws of the transactions referred to in clauses (i), (ii) United States or any State and (iii) abovehave a tangible net worth of at least $20,000,000. The Servicer shall provide prompt written notice of the effectiveness of any such event to the Obligors and the Trustee. In addition to the provisions set forth in the preceding paragraph, if the Servicer is Advanta Business Services Corp. or an Affiliate thereof, the Servicer may transfer all of its duties, obligations, rights and privileges as Servicer under this Master Agreement and all Supplements hereto to an Affiliate of Advanta Business Services Corp. provided that (i) the then Servicer shall give 30 days prior written notice of any merger, conversion, consolidation or succession pursuant to this Section such change to the Trustees Trustee, each of the Obligors and each Series Controlling Person and the entity assuming the servicer position shall execute an agreement of assumption, in a form reasonably satisfactory to the Trustee agreeing to perform every obligation of the Servicer hereunder and under each Series Supplement and (ii) the entity assuming the servicer position shall deliver to the Trustee written evidence that the Rating Agencies.Agency Condition has been satisfied. Upon the execution and delivery to the Trustee of such written assumption and delivery of evidence of the satisfaction of the Rating Agency Condition and delivery to the Trustee of an Opinion of Counsel to the effect that all conditions precedent to such assumption have been complied with and that such assumption is authorized and permitted by this Master Agreement, the Affiliate of Advanta Business Services Corp. shall

Merger, Consolidation or Assumption of the Obligations of Servicer. Any Person corporation (i) into which the Servicer shall may be merged or consolidated, (ii) which may result resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iii) which may succeed succeeding to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement hereunder without the execution or filing of any other document paper or any further act on the part of any of the parties hereto; provided, however, (a) the Servicer shall have delivered to the Depositor and the Trustees an Officer's Certificate and an Opinion of Counsel each stating that such merger, conversion or consolidation and such agreement of assumption comply with this Section and (b) the Servicer shall have delivered to the Depositor and the Trustees an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary contained hereinnotwithstanding, the execution and such corporation in any of the foregoing cases shall execute an agreement of assumption assumption, in a form reasonably satisfactory to the Trustee, agreeing to perform every obligation of the Servicer hereunder and compliance with clauses (a) and (b) above under each Series Supplement. Any corporation succeeding to the business of the Servicer by merger, consolidation or otherwise shall be conditions to a corporation organized and existing under the consummation laws of the transactions referred to in clauses (i), (ii) United States or any State and (iii) abovehave a tangible net worth of at least $20,000,000. The Servicer shall provide prompt written notice of the effectiveness of any such event to the Obligors and the Trustee. In addition to the provisions set forth in the preceding paragraph, if the Servicer is an Affiliate of Advanta Corp., the Servicer may transfer all of its duties, obligations, rights and privileges as Servicer under this Master Agreement and all Supplements hereto to such Affiliate of Advanta Corp. provided that the then Servicer shall give 30 days prior written notice of any merger, conversion, consolidation or succession pursuant to this Section such change to the Trustees Trustee, each of the Obligors and each Series Controlling Person and the Rating Agenciesentity assuming the Servicer position shall execute an agreement of assumption, in a form reasonably satisfactory to the Trustee agreeing to perform every obligation of the Servicer hereunder and under each Series Supplement. Upon the execution and delivery to the Trustee of such written assumption such Affiliate of Advanta Corp. shall become the Servicer hereunder and under each Series Supplement without any further act on the part of any of the parties hereto.

Merger, Consolidation or Assumption of the Obligations of Servicer. Any Person corporation (i) into which the Servicer shall may be merged or consolidated, (ii) which may result resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iii) which may succeed succeeding to the business of the Servicer (including, without limitation, by sale of all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation assets of the Servicer under this Agreementin one or more transactions), shall be the successor to the Servicer under this Agreement hereunder provided that the surviving corporation of such merger or consolidation or the purchaser of such assets shall have received the prior written consent of the Note Insurer (unless a Note Insurer Default has occurred and is continuing), without the execution or filing of any other document paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding, and such corporation in any of the foregoing cases shall execute an agreement of assumption, in a form reasonably satisfactory to the Note Insurer (unless a Note Insurer Default has occurred and is continuing) and the Indenture Trustee, agreeing to perform every obligation of the Servicer hereunder; provided, however, (a) that the Servicer shall not merge or consolidate with any other corporation nor sell all or substantially all of its assets in one or more related transactions until (x) the Note Insurer shall have delivered to given its prior written consent and (y) the Depositor Indenture Trustee and the Trustees an Officer's Certificate and an Opinion of Counsel each stating Note Insurer have received confirmation from the Rating Agencies that such merger, conversion or consolidation and such agreement of assumption comply with this Section and (b) the Servicer shall have delivered to the Depositor and the Trustees an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything to satisfy the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (a) and (b) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveRating Agency Condition. The Servicer shall provide prior prompt written notice of any merger, conversion, consolidation or succession pursuant to this Section such event to the Trustees Indenture Trustee, the Note Insurer and the Rating Agencies.