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

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party, or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, further, that (x) the Seller shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, or succession and such agreement of assumption comply with this Section 6.2, and (y) all conditions precedent, if any, provided for in this Agreement relating to such merger, consolidation or succession have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer and the Rating Agencies with prompt notice of any such transaction.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party, party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreementthese Master Sale Terms; provided, furtherhowever, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (xi) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under these Master Sale Terms, each Sale Agreement and each Xxxx of Sale (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered to the Indenture Eligible Lender Trustee an Officer's Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger, merger or succession and such agreement of assumption comply with this Section 6.2, and (y) that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such merger, consolidation or succession transaction have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer and that the Rating Agencies Agency Condition shall have been satisfied with prompt notice of any respect to such transaction.,

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party, party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, further, provided that Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (xi) the surviving Seller if other than Key Consumer Acceptance Corporation, executes an agreement of assumption to perform every obligation of Seller under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached, (iii) Seller shall have delivered to the Owner Trustee and Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, merger or succession and such agreement of assumption comply with this Section 6.2, and (y) that all conditions precedent, if any, provided for in this Agreement relating to such merger, consolidation or succession transaction have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer and that the Rating Agencies Agency Condition shall have been satisfied with prompt notice of any respect to such transaction., (iv) the surviving Seller shall have a consolidated net worth at least SALE AND SERVICING AGREEMENT

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person person (a) into which the Seller seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller seller shall be a party, or (c) which may succeed to the properties and assets of the Seller seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder seller without the execution or filing of any document or any further act by the depositor eligible lender trustee or the purchaser; provided, however, that the seller hereby covenants that it will not consummate any of the parties to this Agreement; provided, further, that foregoing transactions except upon satisfaction of the following: (xi) the Seller surviving seller, if other than KBNA (or an affiliate thereof), executes an agreement of assumption to perform every obligation of the seller under this agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to section 3.01 or 4.01 hereof shall have been breached, (iii) the surviving seller, if other than KBNA (or an affiliate thereof), shall have delivered to the Indenture Trustee depositor eligible lender trustee, the indenture trustee and the purchaser an Officer's Certificate officers’ certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger, merger or succession and such agreement of assumption comply with this Section 6.2, section and (y) that all conditions precedent, if any, provided for in this Agreement agreement relating to such merger, consolidation or succession transaction have been complied with. Notwithstanding , and that the aboverating agency condition shall have been satisfied with respect to such transaction, (iv) the surviving seller shall have a consolidated net worth at least equal to that of the predecessor seller, (v) such transaction will not result in a material adverse federal or state tax consequence to the issuer or the holders of the notes and (vi) unless KBNA (or an affiliate thereof) is the surviving entity, the seller shall have delivered to the depositor eligible lender trustee an opinion of counsel either (a) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interests of the depositor eligible lender trustee and the purchaser in the financed student loans and reciting the details of such filings, or (b) stating that, in the opinion of such counsel, no such transaction action shall result in the Seller becoming subject be necessary to the provisions of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer preserve and the Rating Agencies with prompt notice of any protect such transactioninterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which the Seller shall be a party, party or (c) which may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Sale Agreement; provided, furtherhowever, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (xi) the surviving Person, if other than the Seller, executes an agreement of assumption to perform every obligation of the Seller under this Sale Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to this Sale Agreement shall have been breached, (iii) the surviving Person, if other than the Seller, shall have delivered to the Indenture Trustee an Officer's Officers' Certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger, merger or succession and such agreement of assumption comply with this Section 6.2, and (y) that all conditions precedent, if any, provided for in this Sale Agreement relating to such merger, consolidation or succession transaction have been complied with. Notwithstanding , and that the aboveRating Agency Condition shall have been satisfied with respect to such transaction, no (iv) if the Seller is not the surviving entity, such transaction shall will not result in the Seller becoming subject a material adverse federal or state tax consequence to the provisions Purchaser or the Noteholders and holders of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide grantor trust certificates (the Indenture Trustee, "Certifcates") (the Servicer and the Rating Agencies with prompt notice of any such transaction."

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 8.06, any Person (ai) into which the Seller may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which the Seller shall be a party, or (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as or (iv) that is a wholecorporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan Motor Co., Ltd., which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall will be the successor to the Seller hereunder under this Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this Agreement; provided, furtherhowever, that (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing, (y) the Seller shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, merger or succession and such agreement of or assumption comply with this Section 6.2, 8.03 and (y) that all conditions precedent, if any, provided for in this the Agreement relating to such merger, consolidation or succession transaction have been complied with. Notwithstanding the above, no such transaction shall result in with and (z) the Seller becoming subject shall have delivered to the provisions Trustee an Opinion of the United States Bankruptcy Code or similar laws of any State. The Seller or its successor hereunder shall provide the Indenture Trustee, the Servicer and the Rating Agencies with prompt notice of any such transaction.Counsel either