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

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall or any Backup Servicer may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer or any Backup Servicer shall be a party or party, (iii) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or any Backup Servicer or (iv) succeeding to the business of the Servicer or any Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer or such Backup Servicer, as applicable, under this AgreementAgreement and any other Basic Document to which such entity is a party, shall be the successor to the Servicer or the Backup Servicer, respectively, under this Agreement and any such other Basic Document without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement; provided. The Servicer or such Backup Servicer, howeveras applicable, that shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person where it shall not be the survivor thereof or permit any other Person to become a successor to its automobile finance or leasing business unless (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Trustees an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.4 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (yiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Trustees an Opinion of Counsel to the effect that either (Aa) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The , (iv) such other Person is an Eligible Servicer and (v) such other Person shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to have validly assumed the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution obligations of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to Servicer under the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveServicer Basic Documents.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall or the Backup Servicer may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer or the Backup Servicer shall be a party or party, (iii) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or the Backup Servicer or (iv) succeeding to the business of the Servicer or the Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer or the Backup Servicer, as applicable, under this AgreementAgreement and any other Basic Document to which such entity is a party, shall be the successor to the Servicer or the Backup Servicer, respectively, under this Agreement or any such Basic Document without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement; provided. The Servicer or the Backup Servicer, howeveras applicable, that shall provide notice of any merger, consolidation or succession pursuant to this Section 7.04 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person where it shall not be the survivor thereof or permit any other Person to become a successor to its automobile finance or leasing business unless (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officerofficer’s Certificate certificate from a Responsible Officer and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.4 7.04 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (yiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The , (iv) such other Person is an Eligible Servicer and (v) such other Person shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to have validly assumed the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution obligations of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to Servicer under the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveBasic Documents.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, [the Backup Servicer,] the Owner Trustee[, the Owner Trustee Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 [7.4] and (y) the Servicer shall have delivered to the Depositor, [the Backup Servicer,] the Owner Trustee[, the Owner Trustee Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 [7.4] to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall or any Backup Servicer may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer or any Backup Servicer shall be a party or party, (iii) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or any Backup Servicer or (iv) succeeding to the business of the Servicer or any Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer or such Backup Servicer, as applicable, under this AgreementAgreement and each other Basic Document to which such entity is a party, shall be the successor to the Servicer or the Backup Servicer, respectively, under this Agreement and any such other Basic Document without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement; provided. The Servicer or such Backup Servicer, howeveras applicable, that shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person where it shall not be the survivor thereof or permit any other Person to become a successor to its automobile finance or leasing business unless (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Trustees an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.4 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (yiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Trustees an Opinion of Counsel to the effect that either (Aa) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The , (iv) such other Person is an Eligible Servicer and (v) such other Person shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to have validly assumed the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution obligations of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to Servicer under the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveServicer Basic Documents.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall Servicer[ or the Backup Servicer] may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer [or the Backup Servicer] shall be a party or party, (iii) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer [or the Backup Servicer] or (iv) succeeding to the business of the Servicer [or the Backup Servicer], which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer [or the Backup Servicer, as applicable,] under this AgreementAgreement and any other Basic Document to which such entity is a party, shall be the successor to the Servicer [or the Backup Servicer, respectively,] under this Agreement or any such Basic Document without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement; provided. The Servicer [or the Backup Servicer, howeveras applicable,] shall provide notice of any merger, that consolidation or succession pursuant to this Section 7.04 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person where it shall not be the survivor thereof or permit any other Person to become a successor to its automobile finance or leasing business unless (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officerofficer’s Certificate certificate from a Responsible Officer and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.4 7.04 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (yiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The , (iv) such other Person is an Eligible Servicer and (v) such other Person shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to have validly assumed the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution obligations of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to Servicer under the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveBasic Documents.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall or any Backup Servicer may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer or any Backup Servicer shall be a party or party, (iii) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or any Backup Servicer or (iv) succeeding to the business of the Servicer or any Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer or such Backup Servicer, as applicable, under this AgreementAgreement and any other Basic Document to which such entity is a party, shall be the successor to the Servicer or the Backup Servicer, respectively, under this Agreement and any such other Basic Document without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement; provided. The Servicer or such Backup Servicer, howeveras applicable, that shall provide notice of any merger, consolidation or succession pursuant to this Section to the Trustees and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person where it shall not be the survivor thereof or permit any other Person to become a successor to its automobile finance or leasing business unless (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Trustees an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.4 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (yiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Trustees an Opinion of Counsel to the effect that either (Aa) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bb) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The , (iv) such other Person is an Eligible Servicer and (v) such other Person shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to have validly assumed the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution obligations of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to Servicer under the consummation of the transactions referred to in clauses (i)Servicer Basic Documents; provided, however, that if such other Person is Mechanics Bank, items (ii) and (iii) abovemay be satisfied by the delivery of an Officer’s Certificate of the Servicer to the Trustees to the effect that such requirements have been met.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall or any Backup Servicer may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer or any Backup Servicer shall be a party or party, (iii) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or any Backup Servicer or (iv) succeeding to the business of the Servicer or any Backup Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer or such Backup Servicer, as applicable, under this AgreementAgreement and any other Basic Document to which such entity is a party, shall be the successor to the Servicer or the Backup Servicer, respectively, under this Agreement or any such Basic Document without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement; provided. The Servicer or such Backup Servicer, howeveras applicable, that shall provide notice of any merger, consolidation or succession pursuant to this Section 7.04 to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person where it shall not be the survivor thereof or permit any other Person to become a successor to its automobile finance or leasing business unless (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officerofficer’s Certificate certificate from a Responsible Officer and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.4 7.04 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (yiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, assets of the Issuer and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The , (iv) such other Person is an Eligible Servicer and (v) such other Person shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to have validly assumed the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution obligations of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to Servicer under the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveBasic Documents.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the The initial Servicer shall be merged not merge or consolidatedconsolidate with or into, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase except for transfers of Contracts and assumption to related assets in the ordinary course of its business), in one transaction or a series of transactions, sell, assign or otherwise transfer all or substantially all of its assets or controlling membership interests to, any other Person, unless (i) either (A) such transaction is a merger or consolidation and the business Servicer is the surviving limited liability company or (B) on or prior to the effectiveness of such transaction, the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes surviving entity or transferee shall execute an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, which agreement shall be the successor satisfactory in form and substance to the Servicer under this Lender, (ii) 4 Servicing Agreement without the execution immediately after giving effect to such transaction, no Default shall have occurred and be continuing or filing would reasonably be expected to occur as a result of any other document or any further act on the part of any of the parties to this Agreement; providedsuch transaction, however, that (xiii) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Lender an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversionsale, consolidation assignment or succession transfer and such agreement of assumption comply with this Section 7.4 2.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiv) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee Lender an Opinion of Counsel stating that such agreement of assumption is legal, valid, binding and enforceable in accordance with its terms and either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that and all other actions have been taken which are necessary fully to fully preserve and protect continue the interest validity, perfection and priority of the Trust and the Indenture Trustee, respectively, Collateral Agent's interest in the Receivables, Contracts and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenand other actions, or (B) stating that, in the opinion of such counsel, no such filing or other action shall be necessary to fully preserve and protect continue the validity, perfection and priority of such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to Nothing in this Section 7.4 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above 2.03 shall be conditions deemed to release the consummation Servicer from any of the transactions referred to in clauses (i), (ii) and (iii) aboveits obligations as such.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) The Servicer shall not merge or consolidate with any other Person or, other than sales of assets in its ordinary course of business, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer's business or its duties hereunder unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer, as determined by the Trustee, and shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed which acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer under this AgreementAgreement and making representations substantially equivalent to those made by the Servicer hereunder and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that (x) nothing contained herein shall be deemed to release the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestfrom any obligation. The Servicer shall provide prior written notice of any proposed merger, conversion, consolidation or succession pursuant to this Section 7.4 SECTION 7.3(a) to the Seller, the Backup Servicer, the Trustee, the Rating AgenciesAgency and the Certificateholders. Notwithstanding anything to the contrary contained hereinforegoing, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions as a condition to the consummation of the transactions referred to in clauses (i), (ii), (iii) and (iiiiv) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to SECTION 7.1 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) the Servicer shall have delivered to 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 7.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Servicer shall have delivered to the Trustee an Opinion of Counsel stating, 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 to preserve and protect the interest of the Trustee in the Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) The Servicer shall not merge or consolidate with any other Person or, other than sales of assets in its ordinary course of business, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to the Servicer's business or its duties hereunder unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer, as determined by the Trustee, and shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed which acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer, or (iv) succeeding to the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes shall execute an agreement of assumption to perform every obligation of the Servicer under this AgreementAgreement and making representations substantially equivalent to those made by the Servicer hereunder and, whether or not such assumption agreement is executed, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that (x) nothing contained herein shall be deemed to release the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestfrom any obligation. The Servicer shall provide prior written notice of any proposed merger, conversion, consolidation or succession pursuant to this Section 7.4 7.3(a) to the Seller, the Backup Servicer, the Trustee, the Rating AgenciesAgency and the Certificateholders. Notwithstanding anything to the contrary contained hereinforegoing, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions as a condition to the consummation of the transactions referred to in clauses (i), (ii), (iii) and (iiiiv) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.1 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) the Servicer shall have delivered to 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 7.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) the Servicer shall have delivered to the Trustee an Opinion of Counsel stating, 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 to preserve and protect the interest of the Trustee in the Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, [the Backup Servicer], the Owner Trustee Trustee, [the Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, [the Backup Servicer], the Owner Trustee Trustee, [the Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, [the Backup Servicer,] the Owner Trustee[, the Owner Trustee Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, [the Backup Servicer,] the Owner Trustee[, the Owner Trustee Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer or Backup Servicer. (a) Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.4 and (y) the Servicer shall have delivered to the Depositor, the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.4 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with (b) clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.