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

Merger or Consolidation of, or Assumption of the Obligations of, or Resignation of Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) which may succeed to the duties and obligations of the Servicer under this Servicing Agreement following the resignation of the Servicer subject to Section 2.01 hereof, which Person executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Servicing Agreement with the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) and without further act on the part of any of the parties to this Servicing Agreement; provided, however, that (i) written notice of such merger, consolidation or assumption of liabilities shall be delivered by the Servicer to the Insurer and the Noteholders, (ii) immediately after giving effect to such transaction, no Event of Servicing Termination (as defined in Section 5.01), and no event which, after notice or lapse of time, or both, would become an Event of Servicing Termination shall have occurred or be continuing, (iii) no Event of Default, Event of Servicing Termination or Re-Xxxxxxx Trigger would occur as a result of such merger, consolidation or assumption of liability, (iv) the Servicer shall have delivered to the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee an officer’s certificate and an Opinion of Counsel each stating that such consolidation, merger, succession or resignation and such agreement of assumption comply with this Section 4.05 and that all conditions precedent provided for in this Servicing Agreement relating to such transaction have been complied with and (v) the Servicer shall have delivered to the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments and notations on certificates of title thereto have been executed and filed (or authorized and filed, as applicable) that are necessary fully to preserve and protect the interest of the Issuer, the Noteholders, the Insurer and the Indenture Trustee in the Contracts and the Financed Vehicles, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of, or Resignation of Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) which may succeed to the duties and obligations of the Servicer under this Servicing Agreement following the resignation of the Servicer subject to Section 2.01 hereof, which Person executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall shall, with the prior written consent of the Surety Bond Provider, be the successor to the Servicer under this Servicing Agreement with the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) and without further act on the part of any of the parties to this Servicing Agreement; provided, however, that (i) prior written notice of such merger, consolidation or assumption of liabilities shall be delivered by the Servicer to the Insurer Surety Bond Provider and the NoteholdersNoteholder, (ii) immediately after giving effect to such transaction, no Servicer Termination Event of Servicing Termination (as defined in Section 5.01), and no event which, after notice or lapse of time, or both, would become an a Servicer Termination Event of Servicing Termination shall have occurred or be continuing, (iii) no Termination Event, Wind-Down Event, Amortization Event of Default, Event of Servicing Termination or Re-Xxxxxxx Liening Trigger would occur as a result of such merger, consolidation or assumption consolidatiox xx xxsumption of liability, (iv) the Servicer shall have delivered to the IssuerDebtor, the InsurerSurety Bond Provider, the Back-up Servicer Servicer, the Noteholder and the Indenture Trustee Collateral Agent an officer’s 's certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger, succession or resignation and such agreement of assumption comply with this Section 4.05 and that all conditions precedent provided for in this Servicing Agreement relating to such transaction have been complied with and (v) the Servicer shall have delivered to the IssuerDebtor, the InsurerSurety Bond Provider, the Back-up Servicer and the Indenture Trustee Collateral Agent an Opinion opinion of Counsel counsel either (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments and notations on certificates of title thereto have been executed and filed (or authorized and filed, as applicable) that are necessary fully to preserve and protect the interest of the IssuerDebtor, the NoteholdersNoteholder, the Insurer Surety Bond Provider and the Indenture Trustee Collateral Agent in the Contracts Receivables and the Financed Vehicles, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of, or Resignation of Servicer. Any Person person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) which may succeed to the duties and obligations of the Servicer under this Servicing Agreement following the resignation of the Servicer subject to Section 2.01 hereofServicer, which Person person executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer or under this Servicing Agreement with the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) and without further act on the part of any of the parties to this Servicing Agreementagreement; provided, however, that (i) written notice of such merger, consolidation or assumption of liabilities shall be delivered by the Servicer to the Insurer and the Noteholders, (ii) immediately after giving effect to such transaction, no Event of Servicing Termination Default (as defined in Section 5.01), and no event which, after notice or lapse of time, or both, would become an Event of Servicing Termination Default shall have occurred or happened and be continuing, (iii) no Event of Default, Event of Servicing Termination or Re-Xxxxxxx Trigger would occur as a result of such merger, consolidation or assumption of liability, (ivii) the Servicer shall have delivered to the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee Client an officer’s certificate Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, succession or resignation and such agreement of assumption comply with this Section 4.05 6.05 and that all conditions precedent provided for in this Servicing Agreement relating to such transaction have been complied with and (viii) the Servicer shall have delivered to the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee Client an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments and notations on certificates of title thereto have been executed and filed (or authorized and filed, as applicable) that are necessary fully to preserve and protect the interest of the Issuer, the Noteholders, the Insurer and the Indenture Trustee Client in the Contracts Receivables and the Financed Vehicles, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. ARTICLE 7.

Merger or Consolidation of, or Assumption of the Obligations of, or Resignation of Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) which may succeed to the duties and obligations of the Servicer under this Servicing Agreement following the resignation of the Servicer subject to Section 2.01 hereof, which Person executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Servicing Agreement with the prior written consent of the Insurer (if no Insurer Default shall have occurred and be continuing) and without further act on the part of any of the parties to this Servicing Agreement; provided, however, that (i) written notice of such merger, consolidation or assumption of liabilities shall be delivered by the Servicer to the Insurer and the Noteholders, (ii) immediately after giving effect to such transaction, no Event of Servicing Termination (as defined in Section 5.01), and no event which, after notice or lapse of time, or both, would become an Event of Servicing Termination shall have occurred or be continuing, (iii) no Event of Default, Event of Servicing Termination or Re-Xxxxxxx Liening Trigger would occur as a result of such merger, consolidation or assumption consolidatiox xx xxsumption of liability, (iv) the Servicer shall have delivered to the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee an officer’s 's certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger, succession or resignation and such agreement of assumption comply with this Section 4.05 and that all conditions precedent provided for in this Servicing Agreement relating to such transaction have been complied with and (v) the Servicer shall have delivered to the Issuer, the Insurer, the Back-up Servicer and the Indenture Trustee an Opinion opinion of Counsel counsel either (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments and notations on certificates of title thereto have been executed and filed (or authorized and filed, as applicable) that are necessary fully to preserve and protect the interest of the Issuer, the Noteholders, the Insurer and the Indenture Trustee in the Contracts and the Financed Vehicles, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest.