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

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 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 7.3 and (y) the Servicer shall have delivered to the Depositor, 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 7.3 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. The Servicer 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 the Servicer’s business unless, after such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iiic) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or (d) 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business unless (xa) 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, (b) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yc) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (Ai) 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) 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 7.3 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. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption with respect to all the Servicer’s obligations hereunder, which is a corporation 50% or substantially all more of the business voting stock of the Servicerwhich is owned, directly or indirectly, by Deere, which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers’ 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 7.3 and that all conditions 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 (yiv) the Servicer shall have delivered to the Depositor, 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 executed (if required) and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 interestinterests. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant the Seller in writing with such information as reasonably requested by the Seller to this Section 7.3 comply with its Exchange Act reporting obligations with respect to the Rating Agenciesa successor servicer. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Industrial and which assumes the obligations of the Servicerservicer hereunder, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than California), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given 10 days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall which may 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 Agreementhereto; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee Depositor and the Indenture Trustee Trustees (a) an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, conversion or consolidation or succession and such agreement of assumption comply with this Section 7.3 and (yb) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) 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 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, given or (B2) 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 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (xa) and (yb) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section to the Trustees, the Rating Agencies and the Depositor. The Servicer shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to a Successor Servicer.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than its jurisdiction of incorporation), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yz) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and ), (iii) or (iv) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Global N.V. and which assumes the obligations of the Servicerservicer hereunder, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidatedconsolidated and that succeeds to all or substantially all of the electric distribution business of the Servicer, (iib) resulting that results from the division of the Servicer into two or more entities and succeeds to all or substantially all of the electric distribution business of the Servicer, (c) that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption succeeds to all or substantially all of the electric distribution business of the Servicer, which Person in any or (d) that may otherwise succeed to all or substantially all of the foregoing cases is an Eligible electric distribution business of the Servicer, shall be the successor to the Servicer and executes under this Agreement; provided, however, that (i) such successor must execute an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, (ii) immediately after giving effect to such transaction, no Servicer Default and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and 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; providedcontinuing, however, that (xiii) the Servicer shall have delivered to the DepositorIssuer, the Owner Indenture Trustee and the Indenture Trustee Rating Agencies an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply complies with this Section 7.3 6.03 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 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 7.3 shall have been delivered to the Rating Agencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi) and (yii) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib), (c) and (iiid) above. If all the conditions to any such assumption are met, then the prior Servicer will automatically be released from all of its obligations under this Agreement, other than those that specifically survive a termination of this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the ServicerServicer or (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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 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. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than its jurisdiction of incorporation), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given 10 days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Industrial and which assumes the obligations of the Servicerservicer hereunder, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than its jurisdiction of incorporation), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given ten (10) days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be a party party, or (iii) that shall succeed by purchase and assumption succeeding to all the business of the Servicer (or to substantially all of the Servicer’s business insofar as it relates to the making of Loans and the servicing of the ServicerLoans and the related Contracts), which Person corporation in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption acceptable to the Majority Noteholders (which acceptance shall be in writing) to perform every obligation of the Servicer under this AgreementAgreement and the other Basic Documents to which it is a party, shall will be the successor to the Servicer under this Agreement and the other Basic Documents to which it is a party 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, however, that (x) the Servicer shall have delivered to the DepositorTrust Collateral Agent, the Issuer, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement and the other Basic Documents to which it is a party relating to such transaction have been complied with and (y) the Servicer shall have delivered to the DepositorTrust Collateral Agent, the Issuer, 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 fully the interest of the Trust and the Indenture Trustee, respectively, in the ReceivablesContracts which secure certain of the Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestinterest or (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Trust Collateral Agent and the Rating AgenciesAgencies then providing a rating for the Notes. The Trust Collateral Agent shall forward a copy of each such notice to each Noteholder. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and or (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) any company or other business entity of which Capital One Financial Corporation 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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Indenture Trustee and the Indenture Trustee Note Insurer an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, the Owner Indenture Trustee and the Indenture Trustee Note Insurer 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 to the Rating AgenciesAgencies and the Note Insurer. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) and ), or (iii) aboveof this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than California), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given 10 days' written notice to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 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. Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall which may succeed by purchase and assumption to all or substantially all of the trucking and transportation equipment financing 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 Agreementhereto; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee Depositor and the Indenture Trustee Trustees (a) an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, conversion or consolidation or succession and such agreement of assumption comply with this Section 7.3 and (yb) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (1) 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 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, given or (B2) 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 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (xa) and (yb) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section to the Trustees, the Rating Agencies and the Depositor. The Servicer shall provide such information in writing as reasonably requested by the Depositor to allow the Depositor to comply with its Exchange Act reporting obligations with respect to a Successor Servicer.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) any company or other business entity of which Capital One Financial Corporation 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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) and ), or (iii) aboveof this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yz) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and ), (iii) or (iv) above.

Merger or Consolidation of, or Assumption of the Obligations of, 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 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 7.3 and (y) the Servicer shall have delivered to the Depositor, 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 7.3 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. The Servicer shall not merge or consolidate into, or sell all or substantially all of its assets to, any other Person except in compliance with this Section. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Bond Issuer and the Indenture Bond Trustee an Officer’s Officers’ 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 7.3 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 Owner Trustee Bond Issuer and the Indenture Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements statutory filings to be made by the Servicer, including filings with the PUCO pursuant to the Statute and continuation statements and amendments thereto filings under the applicable UCC, have been authorized executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust Bond Issuer and the Indenture Trustee, respectively, Bond Trustee in the Receivables, Phase-In-Recovery Property 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 interests and (iv) the Rating Agencies shall provide have received prior written notice of such transaction. When any merger, conversion, consolidation or succession pursuant Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 7.3 to 6.04, then upon satisfaction of all of the Rating Agencies. Notwithstanding anything to the contrary contained hereinother conditions of this Section 6.04, the execution of the foregoing agreement of assumption Servicer shall automatically and compliance with clauses (x) and (y) above shall without further notice be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) abovereleased from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) (i) into which the Servicer shall may be merged or consolidated, (ii) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iii) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Servicer substantially as a whole, or (iv) which is a corporation 50% or more of the Servicervoting stock of which is owned, directly or indirectly, by Caterpillar, and (b) in the case of any of (i), (ii), (iii) or (iv), which Person in any of the foregoing cases is an Eligible Servicer and executes has executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (w) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (y) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yz) the Servicer shall have delivered to the Depositor, 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 fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (w), (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses clause (i), a) or (ii) and (iiib) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) and or (iii) aboveof this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, Insurer in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the forgoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than its jurisdiction of incorporation), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given ten (10) days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Servicer Default, and no event which, after notice or lapse of time, or both, would become an Event of Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered an Opinion of Counsel to the Depositor, the Owner Trustee and the its 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Secured Parties in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the foregoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without providing advance written notice thereof to the Owner Trustee and the Indenture Trustee and without obtaining the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, Surety Bond Issuer in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the forgoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Surety Bond Issuer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be a party party, or (iii) that shall succeed by purchase and assumption succeeding to all the business of the Servicer (or to substantially all of the Servicer’s business insofar as it relates to the making of Loans and the servicing of the ServicerLoans and the related Contracts), which Person corporation in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption acceptable to the Majority Noteholders (which acceptance shall be in writing) to perform every obligation of the Servicer under this AgreementAgreement and the other Basic Documents to which it is a party, shall will be the successor to the Servicer under this Agreement and the other Basic Documents to which it is a party 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, however, that (x) the Servicer shall have delivered to the DepositorTrust Collateral Agent, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement and the other Basic Documents to which it is a party relating to such transaction have been complied with and (y) the Servicer shall have delivered to the DepositorTrust Collateral Agent, 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 fully the interest of the Trust and the Indenture Trustee, respectively, in the ReceivablesContracts which secure certain of the Loans, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestinterest or (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Trust Collateral Agent and the Rating AgenciesAgencies then providing a rating for the Notes. The Trust Collateral Agent shall forward a copy of each such notice to each Noteholder. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and or (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Industrial N.V. and which assumes the obligations of the Servicerservicer hereunder, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies [and the Counterparties] shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Note Issuer and the Indenture Note Trustee an Officer’s Officers’ 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 7.3 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 Owner Trustee Note Issuer and the Indenture Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements statutory filings to be made by the Servicer, including filings with the DTE pursuant to the Statute and continuation statements and amendments thereto filings under the applicable UCC, have been authorized executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust Note Issuer and the Indenture Trustee, respectively, Note Trustee in the Receivables, Transition Property 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 interests and (iv) the Rating Agencies shall provide have received prior written notice of such transaction. When any merger, conversion, consolidation or succession pursuant Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 7.3 to 6.04, then upon satisfaction of all of the Rating Agencies. Notwithstanding anything to the contrary contained hereinother conditions of this Section 6.04, the execution of the foregoing agreement of assumption Servicer shall automatically and compliance with clauses (x) and (y) above shall without further notice be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) abovereleased from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (except that the representations regarding the due organization and valid existence of the successor may be deemed to reference jurisdictions other than its jurisdiction of incorporation), and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Servicer shall have given ten (10) days’ written notice prior to the consummation of any such transaction to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions precedent provided for in this Agreement to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the Servicer substantially as a whole, or, with respect to its obligations as 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 Agreementhereunder, 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; providedPROVIDED, howeverHOWEVER, that (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the DepositorGrantee, the Owner Note Issuer, the Indenture Trustee and the Indenture Trustee Rating Agencies an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply complies with this Section 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the DepositorGrantee, the Owner Note Issuer, the Indenture Trustee and the Indenture Trustee Rating Agencies an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Servicer, including filings with the ICC pursuant to the Funding Law, have been authorized executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust and the Indenture Trustee, respectively, Grantee in the Receivables, Intangible Transition Property 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii) and (yiii) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies and the Counterparties shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) above.c); provided, however, that this Section 7.3 shall not apply to mergers or consolidations of the Backup Servicer in its capacity as Successor Servicer within X.X. Xxxxxx Xxxxx Bank N.A.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (iiid) 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 may execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, hereunder 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 (xi) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions 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 (yiv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, 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 7.3 Notwithstanding anything herein to the Rating Agencies. Notwithstanding anything to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer's 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 Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust 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 be permitted to transfer and assign its duties and obligations under this Section 7.3 Agreement to the Rating Agencies. Notwithstanding anything an affiliate that has succeeded to the contrary contained herein, the execution substantially all of the foregoing agreement of assumption assets and compliance with clauses (x) and (y) above shall be conditions to the consummation liabilities of the transactions referred Servicer in connection with a reorganization of the Servicer; provided that the resulting entity represents and warrants that it is not less creditworthy than the Servicer immediately prior to in clauses (i), (ii) and (iii) abovesuch reorganization.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (iiid) that shall succeed by purchase and assumption with respect to all the Servicer's obligations hereunder, which is a corporation 50% or substantially all more of the business voting stock of the Servicerwhich is owned, directly or indirectly, by NAL, which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions 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, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Global and which assumes the obligations of the Servicerservicer hereunder, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer's 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 Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust 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 be permitted to transfer and assign its duties and obligations under this Section 7.3 Agreement to the Rating Agencies. Notwithstanding anything an affiliate that has succeeded to the contrary contained herein, the execution substantially all of the foregoing agreement of assumption assets and compliance with clauses (x) and (y) above shall be conditions to the consummation liabilities of the transactions referred Servicer in connection with a reorganization of the Servicer; provided that the resulting entity represents and warrants that it is not less credit-worthy than the Servicer immediately prior to in clauses (i), (ii) and (iii) abovesuch reorganization.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer's 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 Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust 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 7.3 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. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Bond Issuer and the Indenture Bond Trustee 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 7.3 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 Owner Trustee Bond Issuer and the Indenture Bond Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements statutory filings to be made by the Servicer, including filings with the Authority pursuant to the Statute and continuation statements and amendments thereto have been authorized and filed filings under the applicable UCC, that are necessary fully to fully preserve and protect the interest interests of the Trust Bond Issuer and the Indenture Trustee, respectively, Bond Trustee in the Receivables, Restructuring Property have been executed and filed 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 is necessary to fully preserve and protect such interestinterests, (iv) the Rating Agencies shall have received prior written notice of such transaction and (v) the Servicer shall have delivered to the Bond Issuer, the Authority and the Bond Trustee an opinion of independent tax counsel (as selected by, and in form and substance reasonably satisfactory to, the Servicer, and which may be based on a ruling from the Internal Revenue Service) to the effect that, for federal income tax purposes, such consolidation or merger will not result in a material adverse federal income tax consequence to the Bond Issuer, the Bond Trustee or the then existing Bondholders. The Servicer shall provide prior written notice of not consummate any mergertransaction referred to in subclauses (a), conversion, consolidation (b) or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the (c) above except upon execution of the foregoing above described agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses subclauses (i), (ii), (iii), (iv) and (iiiv) above. When any Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 5.03, then upon satisfaction of all of the other conditions of this Section 5.03, the Servicer shall automatically and without further notice be released from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Issuer and the Indenture Trustee an Officer’s Officers’ 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 7.3 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 Owner Trustee Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counselcounsel (A) all conditions precedent to such consolidation, all financing statements merger or succession and continuation statements and amendments thereto such agreement of assumption provided for in this Agreement relating to such transaction have been authorized complied with and (B) either (1) all filings to be made by the Servicer, including filings with the NHPUC pursuant to the Financing Act and filings under the applicable Uniform Commercial Code, have been executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, RRB Property and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The interests, (iv) the Servicer shall provide have delivered to the Issuer, the Indenture Trustee and the Rating Agencies an Opinion of Counsel from independent tax counsel stating that, for U.S. federal income tax purposes, such consolidation, conversion, merger or succession and such agreement of assumption will not result in a material adverse U.S. federal income tax consequence to the Issuer or the Holders and (v) the Rating Agencies shall have received prior written notice of such transaction. When any merger, conversion, consolidation or succession pursuant Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 7.3 to 6.04, then upon satisfaction of all of the Rating Agencies. Notwithstanding anything to the contrary contained hereinother conditions of this Section 6.04, the execution of the foregoing agreement of assumption Servicer shall automatically and compliance with clauses (x) and (y) above shall without further notice be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) abovereleased from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Note Issuer and the Indenture Note Trustee an Officer’s Officers' 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 7.3 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 Owner Trustee Note Issuer and the Indenture Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counselcounsel (A) such consolidation, merger or succession and such agreement of assumption comply with this Section and that all financing statements and continuation statements and amendments thereto conditions precedent provided for in this Agreement relating to such transaction have been authorized complied with and (B) either (1) all statutory filings to be made by the Servicer, including filings with the DTE pursuant to the Statute and filings under the applicable UCC, have been executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust Note Issuer and the Indenture Trustee, respectively, Note Trustee in the Receivables, Transition Property and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer interests and (iv) the Rating Agencies shall provide have received prior written notice of such transaction. When any merger, conversion, consolidation or succession pursuant Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 7.3 to 6.04, then upon satisfaction of all of the Rating Agencies. Notwithstanding anything to the contrary contained hereinother conditions of this Section 6.04, the execution of the foregoing agreement of assumption Servicer shall automatically and compliance with clauses (x) and (y) above shall without further notice be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) abovereleased from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as Ford Credit acts as Servicer, any corporation more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestinterests. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of or 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 ), or (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Note Issuer and the Indenture Note Trustee an Officer’s Officers' 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 7.3 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 Owner Trustee Note Issuer and the Indenture Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto statutory filings to be made by the Servicer, including filings with the DPUC pursuant to the Statute, have been authorized executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust and the Indenture Trustee, respectively, Note Issuer in the Receivables, Transition Property 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 interests and (iv) the Rating Agencies shall provide have received prior written notice of such transaction. When any merger, conversion, consolidation or succession pursuant Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 7.3 to 6.04, then upon satisfaction of all of the Rating Agencies. Notwithstanding anything to the contrary contained hereinother conditions of this Section 6.04, the execution of the foregoing agreement of assumption Servicer shall automatically and compliance with clauses (x) and (y) above shall without further notice be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) abovereleased from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) (i) into which the Servicer shall may be merged or consolidated, (ii) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iii) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Servicer substantially as a whole, or (iv) which is a corporation 50% or more of the Servicervoting stock of which is owned, directly or indirectly, by Caterpillar, and (b) in the case of any of (i), (ii), (iii) or (iv), which Person in any of the foregoing cases is an Eligible Servicer and executes has executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (w) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers’ 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (y) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yz) the Servicer shall have delivered to the Depositor, 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 fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (w), (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee Issuer and the Indenture Trustee an Officer’s Officers' 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 7.3 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 Owner Trustee Issuer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counselcounsel (A) such consolidation, merger or succession and such agreement of assumption comply with this Section and that all financing statements and continuation statements and amendments thereto conditions precedent provided for in this Agreement relating to such transaction have been authorized complied with and (B) either (1) all filings to be made by the Servicer, including filings with the NHPUC pursuant to the Statute and filings under the applicable Uniform Commercial Code, have been executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, RRB Property and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer interests and (iv) the Rating Agencies shall provide have received prior written notice of such transaction. When any merger, conversion, consolidation or succession pursuant Person acquires the properties and assets of the Servicer substantially as a whole and becomes the successor to the Servicer in accordance with the terms of this Section 7.3 to 6.04, then upon satisfaction of all of the Rating Agencies. Notwithstanding anything to the contrary contained hereinother conditions of this Section 6.04, the execution of the foregoing agreement of assumption Servicer shall automatically and compliance with clauses (x) and (y) above shall without further notice be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) abovereleased from all its obligations hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 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 or any other Basic Document, shall be the successor to the Servicer 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 shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that 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 Replacement Event shall have occurred, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officerofficer’s Certificate certificate from a Responsible Officer thereof and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.3 7.03 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 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 Issuing Entity and the Indenture Trustee, respectively, in the Receivables, assets of the Issuing Entity 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 7.3 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. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption succeeding to all the business of the Servicer (or to substantially all of the Servicer’s business insofar as it relates to the purchase of retail installment sales contracts from Dealers and the servicing of the ServicerContracts), which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption acceptable to the Controlling Party to perform every obligation of the Servicer under this AgreementAgreement and the other Transaction Documents to which it is a party, shall will be the successor to the Servicer under this Agreement and the other Transaction Documents to which it is a party 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, however, that (x) the Servicer shall have delivered to [the Depositor, Insurer,] the Owner Trustee and the Indenture Trustee 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 7.3 6.3 and that all conditions precedent provided for in this Agreement and the other Transaction Documents to which it is a party relating to such transaction have been complied with and (y) the Servicer shall have delivered to [the Depositor, Insurer,] 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Issuer in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestinterest and (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 to [the Insurer and] the Rating AgenciesAgencies then providing a rating for the Securities. The Indenture Trustee shall forward a copy of each such notice to each Noteholder. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and ), (iii) or (iv) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption succeeding to all the business of the Servicer (or to substantially all of the Servicer’s business insofar as it relates to the purchase of retail installment sales contracts from Dealers and the servicing of the ServicerContracts), which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption acceptable to the Controlling Party to perform every obligation of the Servicer under this AgreementAgreement and the other Transaction Documents to which it is a party, shall will be the successor to the Servicer under this Agreement and the other Transaction Documents to which it is a party 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, however, that (x) the Servicer shall have delivered to the DepositorInsurer, the Owner Trustee and the Indenture Trustee 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 7.3 6.3 and that all conditions precedent provided for in this Agreement and the other Transaction Documents to which it is a party relating to such transaction have been complied with and (y) the Servicer shall have delivered to the DepositorInsurer, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Issuer in the ReceivablesContracts, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestinterest and (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 to the Insurer and the Rating AgenciesAgencies then providing a rating for the Securities. The Indenture Trustee shall forward a copy of each such notice to each Noteholder. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and ), (iii) or (iv) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting from any merger, conversion merger or consolidation to which the Servicer shall be is a party party, or (iiic) that shall succeed by purchase succeeding to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, which Person (in any each of the foregoing cases is an Eligible Servicer and executes contemplated by clauses (a)-(c)) executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 and that all conditions 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 (yiv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 Owner Trustee, the Indenture Trustee and the Indenture Trustee Swap Counterparty an Officer’s '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 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee, the Indenture Trustee and the Indenture Trustee Swap Counterparty 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 7.3 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. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by 49 (NAROT 2017-C Sale and Servicing Agreement) Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating 49 (NAROT 2018-C Sale and an Opinion of Counsel each stating Servicing Agreement) that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business or (d) that is an Affiliate, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, Insurer in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the forgoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (d) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 9.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 9.03 to the each Rating AgenciesAgency. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii) and (yiii) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the 54 (Nissan 2014-A Sale and Servicing Agreement) Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by 51 (NAROT 2019-C Sale and Servicing Agreement) Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the 49 (Nissan 2017-B Sale and Servicing Agreement) Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (iiid) that shall succeed by purchase and assumption with respect to all the Servicer's obligations hereunder, which is a corporation 50% or substantially all more of the business voting stock of the Servicerwhich is owned, directly or indirectly, by DFS, which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 and that all conditions 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 (yiv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the ServicerServicer substantially as a whole, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies and the Counterparty shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).; provided, however, that this Section 7.3 shall not apply to mergers or consolidations of the Backup Servicer in its capacity as Successor Servicer within JPMorgan Chase Bank, N.A.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all of the business assets of the Servicer, substantially as a whole or (d) with respect to the Servicer's obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by The Money Store Inc., which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreement, hereunder shall be the successor to the Servicer under this the Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this the Agreement; providedPROVIDED, however, that (xi) the Servicer 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 Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (iii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, Trustee in the Receivables, 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 7.3 Notwithstanding anything herein to the Rating Agencies. Notwithstanding anything to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) (i) into which the Servicer shall may be merged or consolidated, (ii) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iii) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Servicer substantially as a whole, or (iv) which is a corporation 50% or more of the Servicervoting stock of which is owned, directly or indirectly, by Metropolitan Life Insurance Company, and (b) in the case of any of (i), (ii), (iii) or (iv), which Person in any of the foregoing cases is an Eligible Servicer and executes has executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (w) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (y) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yz) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (w), (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia)(i), (ii) and a)(ii), (iiia)(iii), or (a)(iv) above. Following the effectiveness of the succession provided for in this Section 7.03, the predecessor Servicer shall be released from any obligations and liabilities provided for under the Basic Documents other than any obligations or liabilities incurred by such predecessor Servicer prior to the effectiveness of such succession.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, Secured Parties in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the forgoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 48 (NAROT 2023-B Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 54 (Nissan 2013-B Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Servicer Default, and no event which, after notice or lapse of time, or both, would become an Event of Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered an Opinion of Counsel to the Depositor, the Owner Trustee and the its 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 executed or duly authorized and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Secured Parties in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the foregoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without providing advance written notice thereof to the Owner Trustee and the Indenture Trustee and without obtaining the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 48 (NAROT 2020-A Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer 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 the Servicer’s business unless, after such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iiic) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or (d) 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business unless (xa) 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, (b) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yc) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (Ai) 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) 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 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 23 (2016-B Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) The Servicer 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 the Servicer'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 the Servicer contained in this Agreement and shall be reasonably acceptable to the Controlling Party. 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 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03(a) to the Owner Trustee and the Indenture Trustee, that the Certificateholders, the Security Insurer and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer's 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 and be continuing, (ii) the Servicer shall have delivered to the DepositorOwner Trustee, the Owner Indenture Trustee and the Indenture Trustee Security Insurer an Officer’s '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 7.3 7.03(a) and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yiv) the Servicer shall have delivered to the DepositorOwner Trustee, the Owner Indenture Trustee and the Indenture Trustee Security Insurer 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 Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses . (xb) and (y) above shall be conditions to the consummation of the transactions referred to in clauses Any Person (i)) into which the Backup Servicer may be merged or consolidated, (ii) and resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) abovewhich acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer or (iv) succeeding to the business of the Backup Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all of the business assets of the Servicer, substantially as a whole or (d) with respect to the Servicer's obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by The Money Store Inc., which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreement, hereunder shall be the successor to the Servicer under this the Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this the Agreement; providedPROVIDED, howeverHOWEVER, that (xi) the Servicer 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 Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (iii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, Trustee in the Receivables, 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 7.3 Notwithstanding anything herein to the Rating Agencies. Notwithstanding anything to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer 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 the Servicer’s business unless, after such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iiic) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or (d) 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business unless (xa) 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, (b) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yc) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (Ai) 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) 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 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 26 (2021-C Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer shall preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement or any of the Receivables and to perform its duties under this Agreement. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the 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 (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 Agreement, 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 AgreementAgreement anything herein to the contrary notwithstanding; provided, howeverthat, that the Servicer shall provide prompt notice of any merger, consolidation or succession pursuant to this Section 7.03 to the Owner Trustee, the Indenture Trustee, the Depositor and the Rating Agencies and immediately after giving effect to such transaction, (xi) 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), (ii) no event that, after notice or lapse of time or both, would become an Event of Servicing Termination or an Additional Event of Servicing Termination shall have occurred and be continuing, (iii) the Servicer shall have delivered to the Depositor, Indenture Trustee and the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and any such agreement of assumption related agreements comply with this Section 7.3 7.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (yiv) the Servicer shall have delivered to the Depositor, the Owner Indenture Trustee and the Indenture Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, Receivables or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Furthermore, in the event the Servicer shall provide prior written notice transfers or otherwise disposes of any merger, conversion, consolidation all or succession pursuant substantially all of its assets to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution an Affiliate of the foregoing agreement of assumption Servicer, such Affiliate shall satisfy the condition described in the preceding sentence and compliance with clauses (x) and (y) above shall also be conditions fully liable to the consummation for all of the transactions referred to in clauses (i), (ii) Servicer's obligations and (iii) aboveliabilities hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) (i) into which the Servicer shall may be merged or consolidated, (ii) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iii) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Servicer substantially as a whole, or (iv) which is a corporation 50% or more of the Servicervoting stock of which is owned, directly or indirectly, by Caterpillar, and (b) in the case of any of (i), (ii), (iii) or (iv), which Person in any of the foregoing cases is an Eligible Servicer and executes has executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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; providedPROVIDED, howeverHOWEVER, that (w) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (y) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yz) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (w), (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib), (c) and or (iiid) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any The Servicer shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person unless: (a) (i) the Person formed by such consolidation or into which the Servicer shall be is merged or consolidated, (ii) resulting from any merger, conversion the Person which acquires by conveyance or consolidation to which transfer the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a party corporation, limited partnership or (iii) that shall succeed by purchase limited liability company organized and assumption to all or substantially all existing under the laws of the business United States of America or any State or the ServicerDistrict of Columbia, which Person in any of the foregoing cases is an Eligible Servicer and executes such entity shall have expressly assumed, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the performance of assumption to perform every covenant and obligation of the Servicer under this Agreement, hereunder for which such Person shall be act as Servicer; (ii) the successor to the Servicer under this Agreement without the execution surviving entity of such merger or filing conveyance or transfer of any other document or any further act on the part property and assets is a consolidated subsidiary of any of the parties to this AgreementCCG; provided, however, that and (xiii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each in form reasonably satisfactory to the Indenture Trustee stating that such consolidation, merger, conversion, consolidation conveyance or succession and such agreement of assumption comply transfer complies with this Section 7.3 6.6 and that all conditions precedent herein provided for relating to such transaction have been complied with; (yb) each Rating Agency shall have received prior notice from the Servicer of the proposed consolidation or merger or conveyance or transfer, as the case may be, and shall not have delivered indicated to the DepositorIssuer, 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 Servicer or the Indenture Trustee, respectivelythat such action would result in a reduction or withdrawal of the rating of the Notes; and (c) the corporation, limited partnership or limited liability company formed by such consolidation or into which the Servicer is merged or which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall have all licenses and approvals of governmental authorities required to service the Pool Receivables for which the Servicer shall act in such capacity, except to the Receivablesextent the failure to have any such license does not have, and reciting the details of such filings or referring could not reasonably be expected to prior Opinions of Counsel in which such details are givenhave, 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 7.3 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) abovea Material Adverse Effect.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 54 (Nissan 2013-C Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 48 (NAROT 2019-B Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business or (d) that is an Affiliate, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, Surety Bond Issuer in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the forgoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Surety Bond Issuer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions 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 (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion Opinion of such counselCounsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, 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 is 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 7.3 Notwithstanding anything herein to the Rating Agencies. Notwithstanding anything to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer 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 the Servicer’s business unless, after such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting from any merger, conversion merger or consolidation to which the Servicer shall be a party or party, (iiic) that shall succeed acquires by purchase and assumption to all conveyance, transfer or lease substantially all of the assets of the Servicer or (d) 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer’s business unless (xa) 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, (b) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yc) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (Ai) 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (Bii) 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 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption 23 (2017-B Sale and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (iServicing Agreement), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. The Servicer 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 the Servicer's business unless, after such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity 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 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03(a) to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer's 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 Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 7.03(a) and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust 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 7.3 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. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) the Servicer shall 48 (Nissan 2016-A Sale and Servicing Agreement) have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each 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) aboveAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (i) into which the Servicer shall may be merged or consolidated, (ii) resulting which may result from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall which may succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person corporation 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 paper or any further act on the part of any of the parties to this Agreementthis; provided, however, that (xi) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii)the Servicer shall have given 10 days' written notice to each Rating Agency of its intent or expectation to enter such transaction and neither Rating Agency shall have notified the Seller, the Owner Trustee or the Indenture Trustee that such trasaction might or would cause it to reduce, withdraw or modify its then current rating of any Class of Notes or the Certificates, (iv) immediately after giving effect to such transaction, the successor to the Servicer shall become the Administrator under the Administration Agreement in accordance with Section 8 of such Agreement and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) so long as NMAC acts as Servicer, that is a corporation more than 50% of the voting stock of which is owned directly or indirectly by Nissan, 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 will 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; provided, however, that (x) immediately after giving effect to such transaction, no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee 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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yz) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect perfect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 7.03 to the each Rating AgenciesAgency. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and ), (iii) or (iv) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the ServicerServicer or (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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 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.25 2023-1 Sale & Servicing Agreement

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Servicer shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Servicer, or (iv) of which SunTrust Banks, Inc. 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 is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall will 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; provided. Notwithstanding the foregoing, howeverif the Servicer enters into any of the foregoing transactions and is not the surviving entity, that (x) the Servicer shall have delivered deliver to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation consolidation, or succession and such agreement of assumption comply with this Section 7.3 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer shall have delivered will deliver to the Depositor, 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer 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 givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interestinterests. The Servicer shall will provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) and ), or (iii) aboveof this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole, or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests, respectively, are owned, directly or indirectly, by CNH Global N.V. and which assumes the obligations of the Servicerservicer hereunder, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies and the Counterparties shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) abovec).

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Servicer's indirect automobile financing and receivables servicing business, 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 Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Event of Servicer Default, and no event which, after notice or lapse of time, or both, would become an Event of Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered an Opinion of Counsel to the Depositor, the Owner Trustee and the its 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 executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Secured Parties in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Notwithstanding the foregoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the surviving corporation without providing advance written notice thereof to the Owner Trustee and the Indenture Trustee and without obtaining the prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution consent of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall Insurer, not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole or (iiid) that shall succeed by purchase and assumption with respect to all the Servicer's obligations hereunder, which is a corporation 50% or substantially all more of the business voting stock of the Servicerwhich is owned, directly or indirectly, by Franklin Capital Corporation, which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreement, hereunder shall be the successor to the Servicer under this the Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this the Agreement; provided, however, that (xi) the Servicer shall have received the written consent of the Certificate Insurer prior to entering into any such transaction; (ii) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (iii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and that all conditions precedent provided for in the Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yv) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, 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 7.3 Notwithstanding anything herein to the Rating Agencies. Notwithstanding anything to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii), (iv) and (yv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all of the business assets of the Servicer, substantially as a whole, or any Person, more than 50% of the voting stock of which is owned, directly or indirectly, by NationsBank Corporation or its successor, which Person in any of the foregoing cases is an Eligible Servicer and executes executed an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, 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 (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Officers' 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 7.3 and (yiii) the Servicer shall have delivered to the Depositor, the Owner 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 authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, Trustee in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to each Rating Agency and the Rating AgenciesInsurer. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii) and (yiii) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Servicer shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the Servicer substantially as a whole, or, with respect to its obligations as 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 Agreementhereunder, 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; providedPROVIDED, howeverHOWEVER, that (xi) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the DepositorGrantee, the Owner Note Issuer, the Indenture Trustee and the Indenture Trustee Rating Agencies an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply complies with this Section 7.3 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 DepositorGrantee, the Owner Note Issuer, the Indenture Trustee and the Indenture Trustee Rating Agencies an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Servicer, including filings with the ICC pursuant to the Funding Law, have been authorized executed and filed that are necessary to fully preserve and protect fully the interest interests of the Trust and the Indenture Trustee, respectively, Grantee in the Receivables, Intangible Transition Property 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 interests and (iv) the Servicer shall provide have given the Rating Agencies prior written notice of any merger, conversion, consolidation such merger or succession pursuant to this Section 7.3 to the Rating Agenciesconsolidation. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii) and (yiii) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person Person: (ia) into which the Servicer shall may be merged or consolidated, (iib) resulting that may result from any merger, conversion merger or consolidation to which the Servicer shall be a party party, (c) that may succeed to the properties and assets of the Servicer substantially as a whole or (iiid) that shall succeed by purchase and assumption to all is a corporation or substantially all limited liability company of which 50% or more of the business voting stock or membership interests are, respectively, owned, directly or indirectly, by CNH Global N.V. and which assumes the obligations of the Servicerservicer, which Person (in any of the foregoing cases is an Eligible Servicer and circumstances) executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder (or is deemed by law to have assumed such obligations), 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 that: (xi) immediately after giving effect to such transaction, no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversionmerger or succession, consolidation or succession if applicable, and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agencies and the Counterparties shall have received at least ten days’ prior written notice of such transaction and (yiv) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either either: (A) stating that, in the opinion of such counsel, all financing statements and statements, continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, 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 7.3 to the Rating Agenciesinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (ii), (iii) and (yiv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iii) above.c); provided, however, that this Section 7.3 shall not apply to mergers or consolidations of the Backup Servicer in its capacity as Successor Servicer within [The Bank of New York Mellon Trust Company, N.A.]

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. 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 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 Agreement, 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; provided. The Servicer shall provide notice of any merger, howeverconsolidation or succession pursuant to this Section 7.03 to the Owner Trustee, that the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Servicer's 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 Owner Trustee and the Indenture Trustee an Officer’s '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 7.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer shall have delivered to the Depositor, 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 and the Indenture Trustee, respectively, in the Receivables, assets of the Trust 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 be permitted to transfer and assign its duties and obligations under this Section 7.3 Agreement to the Rating Agencies. Notwithstanding anything an affiliate that has succeeded to the contrary contained herein, the execution substantially all of the foregoing agreement of assumption assets and compliance with clauses (x) and (y) above shall be conditions to the consummation liabilities of the transactions referred Servicer in connection with a reorganization of the Servicer; provided that the resulting entity represents and warrants that it is not less creditworthy than the Servicer immediately prior to in clauses (i), (ii) and (iii) abovesuch reorganization.