Common use of Merger, Consolidation, Succession or Assignment Clause in Contracts

Merger, Consolidation, Succession or Assignment. Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from a merger or consolidation to which the Depositor is a party, (c) succeeding to the Depositor’s business or (d) that is an Affiliate of the Depositor to whom the Depositor has assigned this Agreement, will be the successor to the Depositor under this Agreement. The organizational documents of any Person into which the Depositor is merged or consolidated must include substantially similar provisions as included in Section 7 and Section 9(j) of the Depositor’s limited liability company agreement. Within fifteen (15) Business Days after the merger, consolidation, succession or assignment, such Person will (i) execute an agreement to assume the Depositor’s obligations under this Agreement and each Transaction Document and other Series Related Document to which the Depositor is a party (unless the assumption happens by operation of Law), (ii) deliver to the Trust, the Owner Trustee and the Master Collateral Agent an Officer’s Certificate and an Opinion of Counsel each stating that the merger, consolidation, succession or assignment and the assumption agreement comply with this Section 5.3, (iii) deliver to the Trust, the Owner Trustee and the Master Collateral Agent an Opinion of Counsel stating that the security interest in favor of the Trust in the Depositor Transferred Property and the Master Collateral Agent in the Collateral is or will be perfected and (iv) notify the Rating Agencies, if any, of the merger, consolidation, succession or assignment.