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

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity is organized and existing under the laws of the United States of America or any state or the District of Columbia, and either is a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limited, and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form reasonably satisfactory to the Trust and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and that such supplemental agreement is a valid and binding obligation of the Surviving Entity, enforceable against such Surviving Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer or sale. (b) The obligations of each Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of any Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 3.4.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity is a corporation organized and existing under the laws of the United States of America or any state State or the District of Columbia, and either is a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limited, Columbia and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, Trustee (in form reasonably satisfactory to the Trust and the Indenture Trustee, ) the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect that such consolidation, merger, conveyance, conveyance or transfer or sale and such supplemental agreement comply with this Section 3.2 and 7.02, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, Entity enforceable against such the Surviving Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (ii) all UCC filings, if any, required to perfect the interest of the Trust Trustee, on behalf of the Trust, in any the Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been duly made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (ai) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and Trust, (bii) the condition specified in paragraph (ii) above shall have been satisfied;, and (iii) if the Surviving Entity shall be subject to the FDIA, the interest of the Trust in such Receivables should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Surviving Entity; and (iv) if the Owner Trustee Surviving Entity shall not be eligible as a debtor under Title 11 of the United States Code (the “Bankruptcy Code”), such Transferor shall have delivered notice of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the Surviving Entity shall be subject to the Bankruptcy Code, such Transferor shall have delivered notice to each Rating Agency (with copies to the Servicer and the Indenture Trustee Trustee) of such consolidation, merger, conveyance or transfer and the Rating Agency Condition shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinionbeen satisfied; and (v) the Note Transferors shall have delivered to the Trustee and each Rating Agency Condition shall have been satisfied with respect to a Tax Opinion, dated the date of such consolidation, merger, conveyanceconveyance or transfer, transfer or salewith respect thereto. (b) The obligations of each Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of any Transferor the Transferors hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 3.47.05.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity corporation formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and either is shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Bankruptcy Code or is a special purpose entity corporation whose powers and activities are limitedlimited to substantially the same degree as provided in the certificate of incorporation of SJRC and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Trust Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity);, and that all conditions precedent herein provided for relating to such transaction have been complied with; and (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) The obligations Except as permitted by subsection 2.07(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity Person formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of such Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and either is shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limitedlimited and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee, the Indenture Trustee and the Indenture Trusteeapplicable Collateral Agent, in form reasonably satisfactory to the Trust Owner Trustee, the Indenture Trustee and the Indenture Trusteeapplicable Collateral Agent, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee applicable Collateral Agent (with a copy to each Note Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and extent that any right, covenant or obligation of such Transferor, as applicable hereunder, is inapplicable to the Indenture Trustee;successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity; and (iii) the Owner Trustee and the Indenture Trustee such Transferor shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) given the Note Rating Agency Condition shall have been satisfied with respect to Agencies notice of such consolidation, merger, conveyance, merger or transfer or saleof assets. (b) The obligations Except as permitted by subsection 2.08(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent in writing in form satisfactory to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity is organized and existing under the laws of the United States of America Canada or any state province or the District of Columbia, and either is a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limitedterritory thereof, and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form reasonably satisfactory to the Trust and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor has delivered to the Owner Issuer Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and that such supplemental agreement is a valid and binding obligation of the Surviving Entity, enforceable against such Surviving Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, reorganization, insolvency, moratorium or other laws and except as such enforceability may be limited legal principles affecting creditors’ rights generally from time to time in effect and by general principles of equity (equitable principles, whether considered applied in a suit an action at law or in equity); (ii) all UCC PPSA filings, if any, required to perfect the interest of transfer to the Trust in of any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Issuer Trustee and the Indenture Trustee; (iii) the Owner Issuer Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCCPPSA, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (viv) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer or sale. (b) The obligations of each Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of any Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 3.4.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation, limited liability company or other entity or convey, transfer or sell (other than as provided in Article II) its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity entity formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and either is shall be a savings association, national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Bankruptcy Code or is a special purpose corporation or other special purpose entity whose powers and activities are limitedlimited to substantially the same degree as provided in the certificate of incorporation of CFC and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Trust Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and and (yii) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by or general principles of equity (whether considered in a suit at law or in equity); (ii) , and that all UCC filings, if any, required conditions precedent herein provided for relating to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall such transaction have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trusteecomplied with; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, Transferor or the granting of a security interest in, such Receivables or Collateral Certificatessurviving entity, as the case may be, by the Surviving Entity has delivered to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee Issuer and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Trustee, a Tax Opinion; and (viv) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) The obligations Except as permitted by Section 2.07(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (iii) of the preceding paragraph and (3) for which such purchaser, assignee, or transferee shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity Person formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of such Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state thereof or the District of Columbia, and either is shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limitedlimited and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee, the Indenture Trustee and the Indenture Trusteeapplicable Collateral Agent, in form reasonably satisfactory to the Trust Owner Trustee, the Indenture Trustee and the Indenture Trusteeapplicable Collateral Agent, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee applicable Collateral Agent (with a copy to each Note Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and extent that any right, covenant or obligation of such Transferor, as applicable hereunder, is inapplicable to the Indenture Trustee;successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity; and (iii) the Owner Trustee and the Indenture Trustee such Transferor shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) given the Note Rating Agency Condition shall have been satisfied with respect to Agencies notice of such consolidation, merger, conveyance, merger or transfer or saleof assets. (b) The obligations Except as permitted by subsection 2.08(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers with, into or to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent in writing in form satisfactory to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation, limited liability company or other entity or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity entity formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of Columbia, and either is shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Bankruptcy Code or is a special purpose corporation or other special purpose entity whose powers and activities are limitedlimited to substantially the same degree as provided in the certificate of formation or incorporation of CFC and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Trust Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and and (yii) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s 's Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity); (ii) , and that all UCC filings, if any, required conditions precedent herein provided for relating to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall such transaction have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee;complied with; and (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) The obligations Except as permitted by Section 2.07(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (iii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity Person formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state State or the District of Columbia, and either is shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code (the “Bankruptcy Code Code”) or is a special purpose entity corporation whose powers and activities are limitedlimited to substantially the same degree as provided in the certificate of incorporation of HSBC Funding and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Trust Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity);, and that all conditions precedent herein provided for relating to such transaction have been complied with; and (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) The obligations Except as permitted by subsection 2.07(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an Assumption Agreement, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (xA) the Surviving Entity entity formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state or the District of ColumbiaState, and either is shall be a savings association, national banking association, bank depository institution or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limitedlimited to substantially the same degree as provided in the certificate of formation of the Transferor, and and, if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form reasonably satisfactory to the Trust and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferorhereunder, as applicable hereunder; and (yB) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyanceconveyance or transfer; and (iii) the relevant Transferor shall have delivered to the Trust, transfer the Indenture Trustee and each Rating Agency a Tax Opinion, dated the date of such consolidation, merger, conveyance or saletransfer, with respect thereto. (b) The obligations Except as permitted by Section 2.07(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case for conveyances, mergers, consolidations, assumptions, sales or transfers (i) in accordance with the provisions of the foregoing paragraph and (ii) to other entities (A) which such Transferor and the Servicer determine will not result in an Adverse Effect, (B) which meet the requirements of Section 4.02(a)(ii) and (a)(iii) and (C) for which the related purchaser, transferee, pledgee or Section 3.4entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee in writing in form satisfactory to the Trust and the Indenture Trustee, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person corporation or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity Person formed by such consolidation or into which such Transferor is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Transferor substantially as an entirety shall be, if such Transferor is not the surviving entity, organized and existing under the laws of the United States of America or any state State or the District of Columbia, and either is shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code (the “Bankruptcy Code Code” ) or is a special purpose entity corporation whose powers and activities are limitedlimited to substantially the same degree as provided in the certificate of incorporation of HSBC Funding and, and if such Transferor is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to the Trust Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect each stating that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 and Section, that such supplemental agreement is a valid and binding obligation of the Surviving Entity, such surviving entity enforceable against such Surviving Entity surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity (whether considered in a suit at law or in equity);, and that all conditions precedent herein provided for relating to such transaction have been complied with; and (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and (b) the condition specified in paragraph (ii) above shall have been satisfied; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer conveyance or saletransfer. (b) The obligations Except as permitted by subsection 2.07(c), the obligations, rights or any part thereof of each Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of any Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 3.4transfers to other entities (1) which such Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an Assumption Agreement, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of such Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, a Transferor. (a) No Transferor shall dissolve, liquidate, consolidate with or merge into any other Person or convey, transfer or sell its properties and assets substantially as an entirety to any Person (in each case, a “Surviving Entity”) unless: (i) (x) the Surviving Entity is organized and existing under the laws of the United States of America or any state or the District of Columbia, and either is a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under the United States Bankruptcy Code or is a special purpose entity whose powers and activities are limited, and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form reasonably satisfactory to the Trust and the Indenture Trustee, the performance of every covenant and obligation of such Transferor hereunder and shall benefit from all the rights granted to such Transferor, as applicable hereunder; and (y) such Transferor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of such Transferor and an Opinion of Counsel to the effect that such consolidation, merger, conveyance, transfer or sale and such supplemental agreement comply with this Section 3.2 6.2 and that such supplemental agreement is a valid and binding obligation of the Surviving Entity, enforceable against such Surviving Entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (ii) all UCC filings, if any, required to perfect the interest of the Trust in any Receivables and Collateral Certificates to be conveyed by the Surviving Entity shall have been made and copies thereof shall have been delivered to the Owner Trustee and the Indenture Trustee; (iii) the Owner Trustee and the Indenture Trustee shall have received one or more Opinions of Counsel to the effect that (a) under the UCC, the transfer of Receivables and/or Collateral Certificates by the Surviving Entity shall constitute either a sale of, or the granting of a security interest in, such Receivables or Collateral Certificates, as the case may be, by the Surviving Entity to the Trust and Trust, (b) the condition specified in paragraph (ii) above shall have been satisfied, and (c) if the Surviving Entity shall be subject to the FDIA, the interest of the Trust in such Receivables or Collateral Certificates, as the case may be, should not be subject to avoidance by the FDIC if the FDIC were to become the receiver or conservator of the Surviving Entity; (iv) the Owner Trustee and the Indenture Trustee shall have received an Issuer Tax Opinion and any applicable Master Trust Tax Opinion; and (v) the Note Rating Agency Condition shall have been satisfied with respect to such consolidation, merger, conveyance, transfer or sale. (b) The obligations of each Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of any Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 3.46.5.