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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person Person: (a) into which the Seller may be merged or consolidated, (b) which that may result from any merger or consolidation to which the Seller shall be a party or (c) which that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases cases) executes an agreement of assumption to perform every obligation of the Seller under this AgreementAgreement (or is deemed by law to have assumed such obligations), 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, however, that that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, either (A) all financing statements and statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above).

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days’ prior written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above Servicer shall be conditions provide notice thereof to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveeach Rating Agency.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Backup Servicer an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Backup Servicer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Indenture Trustee and the Owner Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given ten (10) days’ prior written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (ai) into which the Seller may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole, (bii) which may result resulting from any merger merger, sale, transfer, conversion, or consolidation to which the Seller shall be a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Capital One Financial Corporation, 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; providedAgreement anything herein to the contrary notwithstanding. The Seller shall provide notice of any merger, howeverconversion, that (i) immediately after giving effect to such transaction, no representation consolidation or warranty made succession pursuant to this Section 3.1(a) shall have been breached and no Servicer Termination Event3.5 to the Administrator. Notwithstanding the foregoing, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) if the Seller shall have delivered enters into any of the foregoing transactions and is not the surviving entity, the Seller will deliver to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral AgentIssuer and, if the Notes are Outstanding, the Issuer and Indenture Trustee for the Trusteebenefit of the Noteholders, respectively, in the Receivables and reciting the details of such filings Receivables, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to each Rating Agency. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clauses (ai), (bii), (iii) or (civ) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above Servicer shall be conditions provide notice thereof to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveeach Rating Agency.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person Person: (a) into which the Seller may be merged or consolidated, (b) which that may result from any merger or consolidation to which the Seller shall be a party or (c) which that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases cases) executes an agreement of assumption to perform every obligation of the Seller under this AgreementAgreement (or is deemed by law to have assumed such obligations), 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, however, that that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, either (A) all financing statements and statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above).

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Capital One Financial Corporation, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Note Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Note Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies and the Note Insurer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Volkswagen AG, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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 Agreementthese Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (ai) into which the Seller may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole, (bii) which may result resulting from any merger merger, sale, transfer, conversion, or consolidation to which the Seller shall be a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Fifth Third Bancorp, 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; providedAgreement anything herein to the contrary notwithstanding. The Seller shall provide notice of any merger, howeverconversion, that (i) immediately after giving effect to such transaction, no representation consolidation or warranty made succession pursuant to this Section 3.1(a) shall have been breached and no Servicer Termination Event3.3 to the Administrator. Notwithstanding the foregoing, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) if the Seller shall have delivered enters into any of the foregoing transactions and is not the surviving entity, the Seller will deliver to the Owner Trustee, the Trust Collateral Agent and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings Receivables, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 Agreementthese Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

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, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Trustee and the Trustee Insurer an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Event, shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Trustee and the Trustee Insurer 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Capital One Financial Corporation, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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 Agreementthese Master Sale Terms; providedPROVIDED, howeverHOWEVER, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee 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 executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 Agreementthese Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Interim Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the Excess Distribution Certificateholder and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Interim Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Interim Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Volkswagen AG, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating 18 Sale and Servicing Agreement to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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, however, that (i) the Seller shall have received the written consent of the Security Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee Security Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than California), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days' written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days’ written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 that may result from any merger merger, conversion or consolidation to which the Seller shall be is a party party, or (c) which that may succeed by purchase and assumption to the properties and assets all or substantially all of the business of Seller, where Seller substantially as a whole, which Person in any of the foregoing cases executes is not the surviving entity, which corporation or other entity shall execute 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, however, provided that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section and that all conditions precedentSection, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. Notwithstanding anything herein to Seller shall promptly inform Trustee and each Rating Agency of any such merger, conversion, consolidation or purchase and assumption, where Seller is not the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) abovesurviving entity.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee 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 executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables Trust Property and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (ai) into which the Seller may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole, (bii) which may result resulting from any merger merger, sale, transfer, conversion, or consolidation to which the Seller shall be a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Fifth Third Bancorp, 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; providedAgreement anything herein to the contrary notwithstanding. The Seller shall provide notice of any merger, howeverconversion, that (i) immediately after giving effect to such transaction, no representation consolidation or warranty made succession pursuant to this Section 3.1(a) shall have been breached and no Servicer Termination Event3.3 to the Administrator. Notwithstanding the foregoing, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) if the Seller shall have delivered enters into any of the foregoing transactions and is not the surviving entity, the Seller will deliver to the Owner Trustee, the Trust Collateral Agent and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings Receivables, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 all or substantially all of the properties and assets of the Seller substantially as a wholeSeller's business, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 7.01 shall have been breached and no Event of Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a an Event of Servicer Termination Event Default shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture 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 12.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel to the Owner Trustee and the Indenture Trustee either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Indenture Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein the foregoing, the Seller shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without providing advance written notice thereof to the contraryOwner Trustee, the execution Indenture Trustee and the Rating Agencies and without obtaining the prior written consent of the foregoing agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall not to be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveunreasonably withheld.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions necessary to perfect the interests of the Owner Trustee and the Indenture Trustee have been taken, including that all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b) or (c) above.

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 Agreementthese Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser, the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Volkswagen AG, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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 that may result from any merger or consolidation to which the Seller shall be a party or (c) which that 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 Agreementhereunder, shall 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, however, that (i) immediately after giving effect to such transactionif the Seller is the Servicer, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Note Issuer and the Note Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (B) either (A1) all financing statements filings to be made by the Seller, including filings with the DTE pursuant to the Statute and continuation statements and amendments thereto under the applicable UCC, have been executed and filed that are necessary to fully to preserve and protect the interest interests of the Trust Collateral Agent, the Note Issuer and the Trustee, respectively, Note Trustee in the Receivables Transition Property and reciting the details of such filings filings, or (B2) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) interests and (iv) above the Rating Agencies shall be conditions have received prior written notice of such transaction. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the consummation Seller in accordance with the terms of this Section 5.02, then upon satisfaction of all of the transactions referred to in clauses (a)other conditions of this Section 5.02, (b) or (c) abovethe Seller shall automatically and without further notice be released from all of its obligations hereunder.

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, however, that (i) the Seller shall have received the written consent of the Note Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened occurred and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee Note Insurer an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee Note Insurer 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 executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given ten (10) days’ prior written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of the Class A Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 that may result from any merger or consolidation to which the Seller shall be a party or (c) which that 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 Agreementhereunder, shall 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, however, that (i) immediately after giving effect to such transactionif the Seller is the Servicer, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Bond Issuer and the Bond Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Bond Issuer and the Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (B) either (A1) all financing statements filings to be made by the Seller, including filings with the PUCO pursuant to the Statute and continuation statements and amendments thereto under the applicable UCC, have been executed and filed that are necessary to fully to preserve and protect the interest interests of the Trust Collateral Agent, the Bond Issuer and the Trustee, respectively, Bond Trustee in the Receivables Phase-In-Recovery Property and reciting the details of such filings filings, or (B2) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) interests and (iv) above the Rating Agencies shall be conditions have received prior written notice of such transaction from the Seller. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the consummation Seller in accordance with the terms of this Section 5.02, then upon satisfaction of all of the transactions referred to in clauses (a)other conditions of this Section 5.02, (b) or (c) abovethe Seller shall automatically and without further notice be released from all of its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (ai) into which the Seller may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole, (bii) which may result resulting from any merger merger, sale, transfer, conversion, or consolidation to which the Seller shall be a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Huntington Bancshares Incorporated, 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; providedAgreement anything herein to the contrary notwithstanding. The Seller shall provide notice of any merger, howeverconversion, that (i) immediately after giving effect to such transaction, no representation consolidation or warranty made succession pursuant to this Section 3.1(a) shall have been breached and no Servicer Termination Event3.3 to the Administrator. Notwithstanding the foregoing, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) if the Seller shall have delivered enters into any of the foregoing transactions and is not the surviving entity, the Seller will deliver to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral AgentIssuer and, if the Notes are Outstanding, the Issuer and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings Receivables, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidatedconsolidated or which succeeds to all or the majority of the Seller’s electric distribution business, (b) which results from the division of the Seller into two or more Persons and which succeeds to all or the majority of the Seller’s electric distribution business, (c) which may result from any merger or consolidation to which the Seller shall be a party and which succeeds to all or the majority of the Seller’s electric distribution business, or (cd) which may succeed to the properties and assets of the Seller substantially as a wholewhole and which succeeds to all or the majority of the Seller’s electric distribution business, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) Article III shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition Agencies shall have been satisfied with respect to received prior written notice of such transaction and transaction, (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements filings, including filings by the Seller with the PSCWV pursuant to the Statute and continuation statements and amendments thereto UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables Transferred Environmental Control Property 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 interestinterests and (v) the Seller shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel from independent tax counsel stating to the effect that, for the federal income tax purposes, such consolidation, merger or succession to, and assumption of, the obligations of the Seller will not result in a material adverse federal income tax consequence to the Issuer, the Seller, the Indenture Trustee or the Environmental Control Bondholders. Notwithstanding anything herein to the contrary, the execution of the foregoing above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of the transactions any transaction referred to in clauses (a), (b), (c) or (cd) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) exercising control directly or indirectly of the Seller, which Person in any of the foregoing cases executes an agreement of assumption acceptable to the Controlling Party to perform every obligation of the Seller under this AgreementAgreement and the other Transaction Documents to which the Seller is a party, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iix) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger conversion, merger, or succession and such agreement of or assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Insurer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables Contracts, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterest and (z) the Rating Agency Condition shall have been satisfied. The Seller shall provide notice of any merger, consolidation, conversion, or succession pursuant to this Section 5.3 to the Insurer and the Rating Agencies then providing a rating for the Notes. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clauses (ai), (bii), (iii) or (civ) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than California), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days' written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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; providedPROVIDED, howeverHOWEVER, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) SECTION 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all actions necessary to perfect the interests of the Owner Trustee and the Indenture Trustee have been taken, including that all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b) or (c) above.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days' written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 Agreementthese Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) exercising control directly or indirectly of the Seller, which Person in any of the foregoing cases executes an agreement of assumption acceptable to the Controlling Party to perform every obligation of the Seller under this AgreementAgreement and the other Transaction Documents to which the Seller is a party, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iix) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee [and the Trustee Insurer] an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger conversion, merger, or succession and such agreement of or assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered to [the Owner Trustee, Insurer and] the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables Contracts, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterest and (z) the Rating Agency Condition shall have been satisfied. The Seller shall provide notice of any merger, consolidation, conversion, or succession pursuant to this Section 5.3 to [the Insurer and] the Rating Agencies then providing a rating for the Notes. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clauses (ai), (bii), (iii) or (civ) above.

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, however, that (i) immediately after giving effect the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Trustee and the Trustee Insurer 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged merged, converted or consolidatedconsolidated and that succeeds to all or substantially all of the electric distribution business of the Seller, (b) which may result that results from the division of the Seller into two or more Persons and succeeds that to all or substantially all of the electric distribution business of the Seller, (c) that results from any merger or consolidation to which the Seller shall be a party and that succeeds to all or substantially all of the electric distribution business of the Seller, (cd) which may succeed that succeeds to the properties and assets of the Seller substantially as a whole, which Person in or succeeds to all or substantially all of the electric distribution business of the Seller, or (e) that otherwise succeeds to all or substantially all of the electric distribution business of the Seller, shall be the successor to the Seller under this Agreement without further act on the part of any of the foregoing cases executes parties to this Agreement; provided, further, that (i) immediately after giving effect to any transaction referred to above, no representation or warranty made by the Seller pursuant to Article III shall have been breached and, to the extent the Seller is the Servicer, no default under the Servicing Agreement, and no event, that after notice or lapse of time, or both, would become a default under the Servicing Agreement will have occurred and be continuing, (ii) the successor to the Seller must execute an agreement of assumption to perform every obligation of the Seller under this Agreement, (iii) the Rating Agencies shall be the successor to the Seller hereunder without the execution or filing have received prior written notice of any document or any further act by any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty or covenant made pursuant to Section 3.1(a) 3.01 or Section 8.01 shall have been breached and breached, no Servicer Termination EventEvent of Servicing Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Event of Servicing Default shall have happened and be continuingcontinuing and the conditions of Section 8.07(a)(ii) shall have been satisfied, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee each Certificateholder an Officer’s 's Certificate and an Opinion of Counsel Counsel, which shall be independent outside counsel, each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 8.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel Counsel, which shall be independent outside counsel, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterest and (iv) the Major Certificateholders shall have consented to such merger, consolidation or succession. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 8.03 to each Certificateholder. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption Servicer shall provide notice thereof to each Rating Agency. 50 (NAROT 20[ ]-[ ] Sale and compliance with clauses (iServicing Agreement), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidatedconsolidated or which succeeds to all or any material part of the Seller’s electric distribution business, (b) which results from the division of the Seller into two or more Persons and which succeeds to all or any material part of the Seller’s electric distribution business, (c) which may result from any merger or consolidation to which the Seller shall be a party and which succeeds to all or any material part of the Seller’s electric distribution business, or (cd) which may succeed to the properties and assets of the Seller substantially as a wholewhole and which succeeds to all or any material part of the Seller’s electric distribution business, or (e) which may otherwise succeed to all or any material part of the Seller’s electric distribution business, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) Article III shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition Agencies shall have been satisfied with respect to received prior written notice of such transaction and transaction, (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements filings, including filings by the Seller with the PSCWV pursuant to the Statute and continuation statements and amendments thereto UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables Environmental Control Property 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 interestinterests and (v) the Seller shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel from independent tax counsel stating to the effect that, for the federal income tax purposes, such consolidation, merger or succession to, and assumption of, the obligations of the Seller will not result in a material adverse federal income tax consequence to the Issuer, the Seller, the Indenture Trustee or the Environmental Control Bondholders. Notwithstanding anything herein to the contrary, the execution of the foregoing above described agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of the transactions any transaction referred to in clauses (a), (b), (c), (d) or (ce) above.

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, however, that (i) the Seller shall have received the written consent of the Controlling Party prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination EventDefault or an Insurance Agreement Event of Default, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Default or Insurance Agreement Event of Default shall have happened occurred and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee, the Rating Agencies and the Trustee Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral AgentTransferor, the Issuer Depositor, the Issuer, the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to each Rating Agency. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clauses (ai), (bii), (iii) or (civ) above.

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 Agreementthese Master Sale Terms; providedPROVIDED, howeverHOWEVER, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser, the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply 51 (Nissan 2015-A Sale and Servicing Agreement) with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above Servicer shall be conditions provide notice thereof to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveeach Rating Agency.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee[, the Trust Collateral Agent Backup Servicer] and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee[, the Trust Collateral Agent Backup Servicer] and the Indenture Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Indenture Trustee and the TrusteeIssuer, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Volkswagen AG, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) above.of this Section 5.3 in which the Seller is not the surviving entity. 18 Sale and Servicing Agreement (VALET 2014-1)

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary 47 (NAROT 2020-B Sale and Servicing Agreement) to fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above Servicer shall be conditions provide notice thereof to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveeach Rating Agency.

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 suc- ceed 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, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser, the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Eligible Lender Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, 44 (cNAROT 2020-A Sale and Servicing Agreement) which may succeed (iii) 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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above Servicer shall be conditions provide notice thereof to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveeach Rating Agency.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 8.06, any Person (a) into which the Seller may be merged or consolidated, (b) which may result resulting from any merger merger, conversion or consolidation to which the Seller shall be a party or party, (c) which may succeed succeeding to the properties and assets business of the Seller substantially as or (d) that is a wholecorporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 shall have been breached and no Servicer Termination EventEvent of Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default, shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 8.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 8.03 to each Rating Agency. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iviii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b), (c) or (cd) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) above.of this Section 5.3 in which the Seller is not the surviving entity. 21 2023-1 Sale & Servicing Agreement

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Volkswagen AG, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating 21 2018-1 Sale & Servicing Agreement to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Backup Servicer, the Trustee and the Trustee Insurer an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Backup Servicer, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the Servicer and the Servicer shall provide notice thereof to each Rating Agency. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clauses (ai), (bii), (iii) or (civ) above.

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, however, that (i) the Seller shall have received the written consent of the Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Collateral Agent, the Backup Servicer, the Trustee and the Trustee Insurer 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person Person: (a) into which the Seller may be merged or consolidated, (b) which that may result from any merger or consolidation to which the Seller shall be a party or (c) which that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases cases) executes an agreement of assumption to perform every obligation of the Seller under this AgreementAgreement (or is deemed by law to have assumed such obligations), 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, however, that that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, either (A) all financing statements and statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above).

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty or covenant made pursuant to Section 3.1(a) 3.01 or Section 8.01 shall have been breached and breached, no Servicer Termination EventEvent of Servicing Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Event of Servicing Default shall have happened and be continuingcontinuing and the conditions of Section 8.07(a)(ii) shall have been satisfied, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee each Certificateholder an Officer’s 's Certificate and an Opinion of Counsel Counsel, which shall be independent outside counsel, each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 8.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel Counsel, which shall be independent outside counsel, either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 8.03 to each Rating Agency and each Certificateholder and each Rating Agency shall have confirmed in writing to the Seller and the Trustee (a copy of which confirmation shall have been delivered by the Seller to each Certificateholder) that such merger, consolidation or succession shall not result in a downgrade or withdrawal of the current rating of the Certificates by such Rating Agency. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iviii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Seller (if other than Structured Asset Mortgage Investments Inc.) 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 3.1(a) 2.4 or 5.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and 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, the Noteholders or the Certificateholders and (vi) unless Delta Funding Corporation, is the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables Mortgage Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have given 10 days' written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes or the Certificates and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Seller shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of Seller contained in this Agreement. Any Person corporation (ai) into which the Seller may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Seller shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of Seller, or (civ) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeSeller, which Person in any of the foregoing cases executes shall execute an agreement of assumption to perform every obligation of the Seller under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Seller hereunder under this Agreement without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release Seller from any obligation. Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustee, the Noteholder and each Rating Agency. Notwithstanding the foregoing, Seller shall not merge or consolidate with any other Person or permit any other Person to become a successor to Seller's business, unless (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) SECTION 8.1 shall have been breached (for purposes hereof, such representations and no Servicer Termination Event, warranties shall be deemed made as of the date of the consummation of such transaction) and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default shall have happened occurred and be continuing, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Rating Agencies and the Trustee Noteholder an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Rating Agencies and the Trustee Noteholder an Opinion of Counsel Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of such the filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Seller shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of Seller contained in this Agreement and the other Basic Documents to which it is a party. Any corporation or other Person (ai) into which the Seller may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Seller shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of Seller, or (civ) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeSeller, which Person in any of the foregoing cases executes shall execute an agreement of assumption to perform every obligation of the Seller under this AgreementAgreement and the other Basic Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to Seller under this Agreement and the Seller hereunder other Basic Documents to which it is a party without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release Seller from any obligation. Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustee, each Note Purchaser and each Noteholder. Notwithstanding the foregoing, Seller shall not merge or consolidate with any other Person or permit any other Person to become a successor to Seller's business, unless (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) SECTION 8.1 shall have been breached (for purposes hereof, such representations and no Servicer Termination Event, warranties shall be deemed made as of the date of the consummation of such transaction) and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default shall have happened occurred and be continuing, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent each Note Purchaser and the Trustee each Noteholder an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent each Note Purchaser and the Trustee each Noteholder an Opinion of Counsel Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Trustee, respectively, Trustee for the benefit of the Noteholders and the Note Purchasers in the Receivables Opinion Collateral and reciting the details of such the filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (ai) into which the Seller may be merged or converted or with which it may be consolidated, to which it may sell or transfer its business and assets as a whole or substantially as a whole, (bii) which may result resulting from any merger merger, sale, transfer, conversion, or consolidation to which the Seller shall be a party party, (iii) succeeding to the business of the Seller, or (civ) which may succeed to the properties and assets more than 50% of the Seller substantially as a wholevoting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Huntington Bancshares Incorporated, 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; providedAgreement anything herein to the contrary notwithstanding. The Seller shall provide notice of any merger, howeverconversion, that (i) immediately after giving effect to such transaction, no representation consolidation or warranty made succession pursuant to this Section 3.1(a) shall have been breached and no Servicer Termination Event3.3 to the Administrator. Notwithstanding the foregoing, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) if the Seller shall have delivered enters into any of the foregoing transactions and is not the surviving entity, the Seller will deliver to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral AgentIssuer and, if the Notes are Outstanding, the Issuer and Indenture Trustee for the Trusteebenefit of the Noteholders, respectively, in the Receivables and reciting the details of such filings Receivables, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. 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 is a party or party, (ciii) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeor (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Volkswagen AG, 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. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached if the Seller enters into any of the foregoing transactions and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingis not the surviving entity, (iix) the Seller shall have delivered deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 5.3 and that all conditions precedent, if any, provided for in this Agreement relating 18 Sale and Servicing Agreement to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller shall have delivered will deliver to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interest. The Seller will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (ai), (bii) or (ciii) aboveof this Section 5.3 in which the Seller is not the surviving entity.

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 The Seller shall be a party not merge or (c) which may succeed consolidate with any other Person or permit any other Person to become the successor to the properties and assets Seller's business without the prior written consent of the Seller substantially as a whole, which Security Insurer. Any such successor Person in any of the foregoing cases executes shall execute an agreement of assumption to perform of every obligation of the Seller under this AgreementAgreement and the other Basic Documents and, whether or not such assumption agreement is executed, shall 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. The Seller shall provide prompt notice of any merger, howeverconsolidation or succession pursuant to this Section 6.04 to the Owner Trustee, that the Indenture Trustee, the Security Insurer, the Securityholders and the Rating Agencies. Notwithstanding the foregoing, the Seller shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Seller's business unless (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.02 or 6.01 shall have been breached (for purposes hereof, such representations and no Servicer Termination Event, and no event which, after notice or lapse warranties shall speak as of time, or both, would become a Servicer Termination Event shall have happened and be continuingthe date of the consummation of such transaction), (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 6.04 and that all conditions precedent, if any, precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Indenture Trustee and the Trustee Security Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, in the Receivables and reciting the details of such the filings or (B) no such action shall be is necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Seller shall not merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to Seller's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of Seller contained in this Agreement. Any Person corporation (ai) into which the Seller may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Seller shall be a party party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of Seller, or (civ) which may succeed succeeding to the properties and assets business of the Seller substantially as a wholeSeller, which Person in any of the foregoing cases executes shall execute an agreement of assumption to perform every obligation of the Seller under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Seller hereunder under this Agreement without the execution or filing of any document paper or any further act by on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release Seller from any obligation. Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustee, the Noteholder, the Insurer and each Rating Agency. Notwithstanding the foregoing, Seller shall not merge or consolidate with any other Person or permit any other Person to become a successor to Seller's business, unless (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) SECTION 8.1 shall have been breached (for purposes hereof, such representations and no Servicer Termination Event, warranties shall be deemed made as of the date of the consummation of such transaction) and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Insurance Agreement Event of Default or an Event of Default shall have happened occurred and be continuing, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Rating Agencies, the Agent and the Trustee Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Rating Agencies, the Agent and the Trustee Controlling Party an Opinion of Counsel Counsel, stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of such the filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Person (a) into which the Seller may be merged or consolidatedconsolidated or which succeeds to all or any material part of the Seller’s electric distribution business, (b) which results from the division of the Seller into two or more Persons and which succeeds to all or any material part of the Seller’s electric distribution business, (c) which may result from any merger or consolidation to which the Seller shall be a party and which succeeds to all or any material part of the Seller’s electric distribution business, or (cd) which may succeed to the properties and assets of the Seller substantially as a wholewhole and which succeeds to all or any material part of the Seller’s electric distribution business, or (e) which may otherwise succeed to all or any material part of the Seller’s electric distribution business, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) Article III shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition Agencies shall have been satisfied with respect to received prior written notice of such transaction and transaction, (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements filings, including filings by the Seller with the PSCWV pursuant to the Statute and continuation statements and amendments thereto UCC filings, have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Indenture Trustee in the Receivables Environmental Control Property 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 interestinterests and (v) the Seller shall have delivered to the Issuer and the Indenture Trustee an Opinion of Counsel from independent tax counsel stating to the effect that, for federal income tax purposes, such consolidation, merger or succession to, and assumption of, the obligations of the Seller will not result in a material adverse federal income tax consequence to the Issuer, the Seller, the Indenture Trustee or the Environmental Control Bondholders. Notwithstanding anything herein to the contrary, the execution of the foregoing above described agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions precedent to the consummation of the transactions any transaction referred to in clauses (a), (b), (c), (d) or (ce) above.

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 Sale Agreement; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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 Section 3.1(a) this Sale Agreement shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Officers’ Certificate and an Opinion opinion of Counsel counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Sale Agreement relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse federal or state tax consequence to the Purchaser or the Noteholders, and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion opinion of Counsel counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Purchaser in the Receivables Transferred Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Seller. Any Subject to Section 6.02, 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 party, (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, 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, however, that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiy) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 6.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivz) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to fully to preserve and protect perfect the interest of the Trust Collateral Agent, the Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 6.04 to the contrary, Servicer and the execution of the foregoing agreement of assumption Servicer shall provide notice thereof to each Rating Agency. 45 (Nissan 2017-A Sale and compliance with clauses (iServicing Agreement), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 that may result from any merger or consolidation to which the Seller shall be a party or (c) which that may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of the case described in the foregoing cases clause (c) executes an agreement of assumption to perform every obligation of the Seller under this Agreementhereunder, shall 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, however, that (i) immediately after giving effect to such transactionif the Seller is the Servicer, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Issuer and the Indenture Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either counsel (A) all financing statements conditions precedent to such consolidation, merger or succession have been complied with and continuation statements such agreement of assumption complies with the relevant provisions of this Agreement and amendments thereto (B) either (1) all filings to be made by the Seller, including filings with the NHPUC pursuant to the Financing Act and filings under the applicable UCC, have been executed and filed that are necessary fully to preserve and protect fully the interest interests of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Indenture Trustee in the Receivables RRB Property and reciting the details of such filings or (B2) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) interests and (iv) above the Rating Agencies shall be conditions have received prior written notice of such transaction. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the consummation Seller in accordance with the terms of this Section 5.02 and execution by such successor of an agreement of assumption to perform every obligation of the transactions referred to in clauses (a)Seller hereunder, (b) or (c) abovethen upon satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from all of its obligations hereunder.

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; these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) 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, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 5 herein shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Person, if other than the Seller, shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement these Master Sale Terms relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Purchaser and the Trustee, respectively, in the Receivables Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

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 all or substantially all of the properties and assets of the Seller substantially as a wholeSeller's business, 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 7.01 shall have been breached and no Servicer Termination EventEvent of Default, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination an Event of Default shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the 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 12.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, Indenture Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contraryforgoing, the execution Seller shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without the prior written consent of the foregoing agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall not to be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveunreasonably withheld.

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 that may result from any merger merger, conversion or consolidation to which the Seller shall be is a party party, or (c) which that may succeed by purchase and assumption to the properties and assets all or substantially all of the business of Seller, where Seller substantially as a whole, which Person in any of the foregoing cases executes is not the surviving entity, which corporation or other entity shall execute 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, however, provided that (ix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section and that all conditions precedentSection, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Seller Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer and the Trustee, respectively, Trustee in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. Notwithstanding anything herein to Seller shall promptly inform Trustee and each Rating Agency of any such merger, conversion, consolidation or purchase and assumption, where Seller is not the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) abovesurviving entity.

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; providedPROVIDED, howeverHOWEVER, that (i) the Seller shall have received the written consent of the Controlling Party prior to entering into any such transaction, (ii) 100% of the equity or membership interests of the successor to the Seller shall be owned directly or indirectly by MFC, (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Insurer an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivvi) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Trustee Insurer 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral AgentAgent (for the benefit of the Insurer and the Noteholders), the Issuer Owner Trustee and the Trustee, respectively, in the Receivables to the same extent such interest is preserved and protected prior to such transaction and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default, shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Indenture Trustee and the Insurer an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to each Rating Agency and the Insurer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iviii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 that may result from any merger or consolidation to which the Seller shall be a party or (c) which that may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of case described in the foregoing cases clause (c) executes an agreement of assumption to perform every obligation of the Seller under this Agreementhereunder, shall 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, however, that (i) immediately after giving effect to such transactionif the Seller is the Servicer, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Note Issuer and the Note Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Note Issuer and the Note Trustee an Opinion of Counsel stating that, in the opinion of such counsel, either counsel (A) such consolidation, merger or succession and such agreement of assumption comply with this Section and that all financing statements conditions precedent provided for in this Agreement relating to such transaction have been complied with and continuation statements (B) either (1) all filings to be made by the Seller, including filings with the DTE pursuant to the Statute and amendments thereto under the applicable UCC, have been executed and filed that are necessary fully to preserve and protect fully the interest interests of the Trust Collateral Agent, the Note Issuer and the Trustee, respectively, Note Trustee in the Receivables Transition Property and reciting the details of such filings filings, or (B2) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) interests and (iv) above the Rating Agencies shall be conditions have received prior written notice of such transaction. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the consummation Seller in accordance with the terms of this Section 5.02 and execution by such successor of an agreement of assumption to perform every obligation of the transactions referred Seller hereunder, then upon satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from all of its obligations hereunder, except with respect to in clauses (a), (b) any acts or (c) aboveomissions of the Seller that occurred prior to such assumption.

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 (x) has a certificate of incorporation containing provisions relating to limitations on business and other matters substantially identical to those contained in the Seller's certificate of incorporation and (y) 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, however, that (i) the Seller shall have received the written consent of the Controlling Party prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Controlling Party an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and transaction, (ivv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Trustee and the Trustee Controlling Party 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 executed and filed that are necessary fully to preserve and 59 Sale and Servicing Agreement protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding , and (vi) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing; provided, further, notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv), (v) and (ivvi) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition Seller shall have been satisfied received the consent of the Majority Noteholders with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Agent, the Backup Servicer and the Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iviii) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 that may result from any merger or consolidation to which the Seller shall be a party or (c) which that may succeed to the properties and assets of the Seller substantially as a whole, which Person in any of case described in the foregoing cases clause (c) executes an agreement of assumption to perform every obligation of the Seller under this Agreementhereunder, shall 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, however, that (i) immediately after giving effect to such transactionif the Seller is the Servicer, no representation or warranty made pursuant to Section 3.1(a) shall have been breached and no Servicer Termination EventDefault, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Note Issuer and the Note Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto filings to be made by the Seller, including filings with the DPUC pursuant to the Statute, have been executed and filed that are necessary to fully to preserve and protect the interest of the Trust Collateral Agent, the Note Issuer and the Trustee, respectively, in the Receivables Transition Property and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) interests and (iv) above the Rating Agencies shall be conditions have received prior written notice of such transaction. When any Person acquires the properties and assets of the Seller substantially as a whole and becomes the successor to the consummation Seller in accordance with the terms of this Section 5.02 and execution by such successor of an agreement of assumption to perform every obligation of the transactions referred to in clauses (a)Seller hereunder, (b) or (c) abovethen upon satisfaction of all of the other conditions of this Section 5.02, the Seller shall automatically and without further notice be released from all of its obligations hereunder.

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 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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 6.01 shall have been breached (except that the representations regarding the due organization and no Servicer Termination Event, and no event which, after notice or lapse valid existence of time, or both, would become a Servicer Termination Event shall have happened and the successor may be continuingdeemed to reference jurisdictions other than Delaware), (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and 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 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller (or the Administrator, on it’s behalf) shall have given 10 days’ prior written notice to each Rating Agency Condition of its intent or expectation to enter such transaction and neither Rating Agency shall have been satisfied with respect to notified the Seller, the Owner Trustee or the Indenture Trustee that such transaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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 shall be the successor to the 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 foregoing cases transactions except upon satisfaction of the following: (i) the surviving Seller, if other than Key Bank USA, National Association (or an affiliate thereof), 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, however, that (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 or 4.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Seller, if other than Key Bank USA, National Association (or an affiliate thereof), shall have delivered to the Owner Depositor Eligible Lender Trustee, the Trust Collateral Agent Securities Insurer, the Indenture Trustee and the Trustee Purchaser an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and 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 Key Bank USA, National Association (or an affiliate thereof) is the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Depositor Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest interests of the Trust Collateral Agent, the Issuer Depositor Eligible Lender Trustee and the Trustee, respectively, Purchaser in the Receivables KBUSA Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Seller shall have delivered to the Owner Trustee[, the Trust Collateral Agent Backup Servicer] and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee[, the Trust Collateral Agent Backup Servicer] and the Indenture Trustee 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 executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Indenture Trustee and the Owner Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

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, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 shall have been breached and no Servicer Termination EventDefault, and no event whichthat, after notice or lapse of time, or both, would become a Servicer Termination Event Default shall have happened occurred and be continuing, (ii) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Issuer Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestinterests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses clause (a), (b) or (c) above.

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 shall be the successor to the 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 foregoing cases transactions except upon satisfaction of the following: (i) the surviving Seller, if other than Key Bank USA, National Association (or an affiliate thereof), 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, however, that (iii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1(a) 3.01 or 4.01 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuingbreached, (iiiii) the Seller surviving Seller, if other than Key Bank USA, National Association (or an affiliate thereof), shall have delivered to the Owner Depositor Eligible Lender Trustee, the Trust Collateral Agent Securities Insurer, the Indenture Trustee and the Trustee Purchaser an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction and 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 Key Bank USA, National Association (or an affiliate thereof) is the surviving entity, the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent and the Depositor Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest interests of the Trust Collateral Agent, the Issuer Depositor Eligible Lender Trustee and the Trustee, respectively, Purchaser in the Receivables KBUSA Financed Student Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.