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 (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) 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 Deere, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, or (c) which may succeed to all or substantially all of the properties and 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 Deereindirect automobile financing and receivables servicing business, which Person executed in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 a an Event of Servicer Default shall have occurred happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered an Opinion of Counsel to 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 (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, Secured Parties in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. The Notwithstanding the foregoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein surviving corporation without providing advance written notice thereof to the contrary, Owner Trustee and the execution Indenture Trustee and without obtaining the prior written consent of the foregoing agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall not to be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, 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 DeereFranklin Capital Corporation, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, hereunder shall be the successor to the Servicer under this the Agreement without further act on the part of any of the parties to this the Agreement; provided, however, that (i) 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, Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred happened and be continuing, (iiiii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this the Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicerinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), ) or (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Servicer shall be a party, (ciii) which may succeed to that acquires by conveyance, transfer or lease substantially all of the properties and assets of the Servicer substantially as a whole, or (div) with respect succeeding to the Servicer's obligations hereunder, which is a corporation 50% or more business of the voting stock of which is owned, directly or indirectly, by DeereServicer, which Person executed shall execute an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the 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; provided. The Servicer shall provide prompt 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 (i) immediately after giving effect to such transaction, no Servicer Defaultrepresentation 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 whichthat, after notice or lapse of time, time or both, would become a Servicer Default Termination Event shall have occurred and be continuingoccurred, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, in the Receivables assets of the Trust and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) aboveinterest.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion, or consolidation to which the Servicer shall be is a party, (ciii) which may succeed succeeding to the properties and assets business of the Servicer substantially as a wholeServicer, or (div) with respect to of which Charter One Bank, N.A. owns, directly or indirectly, more than 50% of the Servicer's obligations hereunder, which is a corporation voting stock or voting power and 50% or more of the voting stock of which is owned, directly or indirectly, by Deereeconomic equity, which Person executed in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall will be the successor to the 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; provided. Notwithstanding the foregoing, however, that (i) immediately after giving effect to such transaction, no if the Servicer Default, enters into any of the foregoing transactions and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuingis not the surviving entity, (iix) the Servicer shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 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 (ivy) the Servicer shall have delivered will deliver to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Trustee, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to preserve and protect such interests. The Servicer shall will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicerRating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iiix) and (ivy) above shall of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clause clauses (ai), (b), (cii) or (diii) 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 (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets of the Servicer Servicer, substantially as a whole, 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 DeereThe Money Store Inc., which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, hereunder shall be the successor to the Servicer under this the Agreement without further act on the part of any of the parties to this the Agreement; provided, however, that (i) 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, Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred happened and be continuing, (iiiii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, Trustee in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicerinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, or (c) which may succeed to all or substantially all of the properties and 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 Deereindirect automobile financing and receivables servicing business, which Person executed in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 a an Event of Servicer Default shall have occurred happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered an Opinion of Counsel to 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 (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, Secured Parties in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest. The Notwithstanding the forgoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein surviving corporation without providing advance written notice thereof to the contrary, Owner Trustee and the execution Indenture Trustee and without obtaining the prior written consent of the foregoing agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall not to be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) 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 Deere, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with 34 clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Servicer shall be a party, (ciii) which may succeed to that acquires by conveyance, transfer or lease substantially all of the properties and assets of the Servicer substantially as a whole, or (div) with respect succeeding to the Servicer's obligations hereunder, which is a corporation 50% or more business of the voting stock of which is owned, directly or indirectly, by DeereServicer, which Person executed shall execute an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the 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; 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 (i) immediately after giving effect to such transaction, no Servicer Defaultrepresentation 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 whichthat, after notice or lapse of time, time or both, would become a Servicer Default Termination Event shall have occurred and be continuingoccurred, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, in the Receivables assets of the Trust and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller be permitted to comply with transfer and assign its Exchange Act reporting duties and obligations with respect under this Agreement to a successor servicer. Notwithstanding anything herein an affiliate that has succeeded to the contrary, the execution substantially all of the foregoing agreement of assumption assets and compliance with clauses (i), (ii), (iii) and (iv) 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 clause (a), (b), (c) or (d) abovesuch reorganization.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, 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 Deere________________________, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default, 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 Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent 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 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 (ivv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), ) or (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) or, with respect to the its obligations as Servicer's obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Deere, which Person executed in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that (i) immediately after giving effect to such transaction, no Servicer Default, 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 Owner Grantee, the Note Issuer, the Indenture Trustee and the Indenture Trustee Rating Agencies an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply complies with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Grantee, the 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 executed (if required) and filed that are necessary fully to preserve and protect fully the interest interests of the Owner Trustee and the Indenture Trustee, respectively, Grantee in the Receivables Intangible Transition Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The interests and (iv) the Servicer shall provide have given the Seller in writing with Rating Agencies prior written notice of such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicermerger or consolidation. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iviii) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), ) or (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger merger, conversion or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets all or substantially all of the Servicer substantially as a whole, or (d) with respect to business of the Servicer's obligations hereunder, which is a corporation 50% or more in any of the voting stock of which is owned, directly or indirectly, by Deere, which Person executed foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the 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; provided, however, that (i) 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 Default, shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent 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 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 (ivv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Issuer and the Indenture Trustee, respectively, in the 57 Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), ) or (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) or, with respect to the its obligations as Servicer's obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Deere, which Person executed in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that (i) immediately after giving effect to such transaction, no Servicer Default, 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 Owner Grantee, the Note Issuer, the Indenture Trustee and the Indenture Trustee Rating Agencies an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply complies with this Section 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 (iv) the Servicer shall have delivered to the Owner Grantee, the 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 executed (if required) and filed that are necessary fully to preserve and protect fully the interest interests of the Owner Trustee and the Indenture Trustee, respectively, Grantee in the Receivables Intangible Transition Property and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The interests and (iv) the Servicer shall provide have given the Seller in writing with Rating Agencies prior written notice of such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicermerger or consolidation. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iviii) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), ) or (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion, or consolidation to which the Servicer shall be a party, or (ciii) which may succeed succeeding to the properties and assets business of the Servicer (or to substantially all of the Servicer’s business insofar as a whole, or (d) with respect it relates to the Servicer's obligations hereundermaking of Loans and the servicing of the Loans and the related Contracts), which is a corporation 50% or more in any of the voting stock of which is owned, directly or indirectly, by Deere, which Person executed foregoing cases executes an agreement of assumption acceptable to the Majority Noteholders (which acceptance shall be in writing) to perform every obligation of the Servicer hereunderunder this Agreement 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (i) 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, (iix) the Servicer shall have delivered to the Trust Collateral Agent, the Issuer, the Owner Trustee and the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger or succession and such agreement of assumption comply with this Section 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, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Servicer shall have delivered to the Trust 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 executed (if required) and filed that are necessary fully to preserve and protect fully the interest of 82 the Owner Trustee and the Indenture Trustee, respectively, Trust in the Receivables Contracts which secure certain of the Loans, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest or (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section to the Seller in writing with Trust Collateral Agent and the Rating Agencies then providing a rating for the Notes. The Trust Collateral Agent shall forward a copy of each such information as reasonably requested by the Seller notice to comply with its Exchange Act reporting obligations with respect to a successor servicereach Noteholder. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clause clauses (ai), (b), (cii) or (diii) 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 (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Servicer shall be a party, (ciii) which may succeed to that acquires by conveyance, transfer or lease substantially all of the properties and assets of the Servicer substantially as a whole, or (div) with respect succeeding to the Servicer's obligations hereunder, which is a corporation 50% or more business of the voting stock of which is owned, directly or indirectly, by DeereServicer, which Person executed shall execute an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the 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; 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, the Certificateholders, the Note Insurer, the Seller 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 (i) immediately after giving effect to such transaction, no Servicer Defaultrepresentation 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 whichthat, after notice or lapse of time, time or both, would become a Servicer Default Termination Event shall have occurred and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Note Insurer an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.03(a) and that all conditions precedent provided for in this Agreement relating to such transaction have been complied withwith and, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Note 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) aboveinterest.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person corporation (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Servicer shall be a party, party or (ciii) which may succeed succeeding to the properties and assets business 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 Deere, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement hereunder without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Defaultthe contrary notwithstanding, and no event whichsuch corporation in any of the foregoing cases shall execute an agreement of assumption, after notice or lapse in a form reasonably satisfactory to the Trustee, agreeing to perform every obligation of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Servicer shall have delivered hereunder. Any corporation succeeding to the Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion business of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer by merger, consolidation or otherwise shall have delivered to be a corporation organized and existing under 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 executed (if required) and filed that are necessary fully to preserve and protect the interest laws of the Owner Trustee United States or any State and the Indenture Trustee, respectively, in the Receivables and reciting the details have a tangible net worth of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsat least $20,000,000. The Servicer shall provide prompt written notice of the Seller in writing with effectiveness of any such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein event to the contraryIssuer and the Trustee. In addition to the provisions set forth in the preceding paragraph, if the Servicer is Advanta Bank Corp. or an Affiliate thereof, the execution Servicer may transfer all of its duties, obligations, rights and privileges as Servicer under this Agreement to an Affiliate of Advanta Bank Corp. provided that (i) the then Servicer shall give 30 days prior written notice of such change to the Trustee, the Issuer and the entity assuming the servicer position shall execute an agreement of assumption, in a form reasonably satisfactory to the Trustee agreeing to perform every obligation of the foregoing agreement Servicer hereunder and (ii) the entity assuming the servicer position shall deliver to the Trustee written evidence that the Rating Agency Condition has been satisfied. Upon the execution and delivery to the Trustee of such written assumption and compliance delivery of evidence of the satisfaction of the Rating Agency Condition and delivery to the Trustee of an Opinion of Counsel to the effect that all conditions precedent to such assumption have been complied with clauses (i)and that such assumption is authorized and permitted by this Agreement, (ii), (iii) the Affiliate of Advanta Bank Corp. shall become the Servicer hereunder without any further act on the part of any of the parties hereto and (iv) above the entity serving as Servicer prior to such assumption shall be conditions relieved of all duties hereunder and shall cease to be the consummation Servicer. Any affiliate of the transactions referred Advanta Bank Corp. which becomes a Servicer under this paragraph shall be required to in clause (a), (b), (c) or (d) abovehave a tangible net worth of at least $20,000,000.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets of the Servicer Servicer, substantially as a whole, 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 DeereFranklin Resources, Inc., which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, hereunder shall be the successor to the Servicer under this the Agreement without further act on the part of any of the parties to this the Agreement; provided, however, that (i) 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, Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred happened and be continuing, (iiiii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, Trustee in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicerinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion, or consolidation to which the Servicer shall be a party, or (ciii) which may succeed succeeding to the properties and assets business of the Servicer (or to substantially all of the Servicer’s business insofar as a whole, or (d) with respect it relates to the Servicer's obligations hereundermaking of Loans and the servicing of the Loans and the related Contracts), which is a corporation 50% or more in any of the voting stock of which is owned, directly or indirectly, by Deere, which Person executed foregoing cases executes an agreement of assumption acceptable to the Majority Noteholders (which acceptance shall be in writing) to perform every obligation of the Servicer hereunderunder this Agreement 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 paper or any further act on the part of any of the parties to this Agreement; provided, however, that (i) 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, (iix) the Servicer shall have delivered to the Trust Collateral Agent, the Issuer, the Owner Trustee and the Indenture Trustee an Officers' Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, conversion, merger or succession and such agreement of assumption comply with this Section 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, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivy) the Servicer shall have delivered to the Trust 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 executed (if required) and filed that are necessary fully to preserve and protect fully the interest of the Owner Trustee and the Indenture Trustee, respectively, Trust in the Receivables Contracts which secure certain of the Loans, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest or (z) the Rating Agency Condition shall have been satisfied. The Servicer shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section to the Seller in writing with Trust 72 Collateral Agent and the Rating Agencies then providing a rating for the Notes. The Trust Collateral Agent shall forward a copy of each such information as reasonably requested by the Seller notice to comply with its Exchange Act reporting obligations with respect to a successor servicereach Noteholder. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (ix), (ii), (iiiy) and (ivz) above shall be conditions to the consummation of the transactions referred to in clause clauses (ai), (b), (cii) or (diii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, or (c) which may succeed to all or substantially all of the properties and 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 Deereindirect automobile financing and receivables servicing business, which Person executed in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 a an Event of Servicer Default shall have occurred happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 12.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, with and (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered an Opinion of Counsel to 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 (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, Secured Parties in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest. The Notwithstanding the foregoing, the Servicer shall provide not engage in any merger or consolidation in which it is not the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein surviving corporation without providing advance written notice thereof to the contrary, Owner Trustee and the execution Indenture Trustee and without obtaining the prior written consent of the foregoing agreement of assumption and compliance with clauses (i)Insurer, (ii), (iii) and (iv) above shall not to be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which 38 JDOT 2009-B Sale and Servicing Agreement may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) with respect to the Servicer's ’s obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Deere, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 Owner Trustee and the Indenture Trustee an Officers' ’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, or (d) 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 Deere, which Person executed an agreement of Form of Sale and Servicing Agreement assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) 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 Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, (c) which may succeed to the properties and assets of the Servicer substantially as a whole, 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 DeereChrysler Corporation, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default, 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 Owner Trustee and the Indenture Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent 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 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 (ivv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), ) or (c) or (d) 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 (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which the Servicer shall be a party, or (ciii) which may succeed succeeding to the properties and assets business 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 Deere, which Person executed shall execute an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the 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 AgreementAgreement anything herein to the contrary notwithstanding; provided, howeverthat, that (i) 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 Servicer and the Rating Agencies and immediately after giving effect to such transaction, (x) no Servicer Defaultrepresentation 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), (y) no event whichthat, after notice or lapse of time, time or both, would become a Servicer Default Termination Event or an Additional Servicer Termination Event shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Owner Indenture Trustee and the Indenture Owner Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and any such agreement of assumption related agreements comply with this Section 7.03 and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, Trustee in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. The Furthermore, in the event the Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller transfers or otherwise disposes of all or substantially all of its assets to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, 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 (i), (ii), (iii) and (iv) above shall also be conditions fully liable to the consummation for all of the transactions referred to in clause (a), (b), (c) or (d) aboveServicer's obligations and liabilities hereunder.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger merger, conversion or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets of the Servicer Servicer, substantially as a whole, whole or (d) with respect to the Servicer's obligations hereunder, which is a corporation or limited liability company 50% or more of the voting stock interest of which is owned, directly or indirectly, by DeerePeopleFirst, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, hereunder shall be the successor to the Servicer under this the Agreement without further act on the part of any of the parties to this the Agreement; provided, however, that (i) the Servicer shall have received the written consent of the Controlling Party prior to entering into any such transaction; (ii) immediately after giving effect to such transaction, no Servicer Default, Default or Insurance Agreement Event of Default and no event which, after notice or lapse of time, or both, would become a Servicer Default or Insurance Agreement Event of Default shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Owner Trustee Trustee, the Indenture Trustee, the Rating Agencies and the Indenture Trustee Insurer an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Servicer shall have delivered to the Owner Trustee Trustee, the Indenture Trustee, the Rating Agencies and the Indenture Trustee Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and and, the Indenture Trustee, respectively, Trustee in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicerinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (iiii),(iii), (iiiiv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), (c) or (d) above. Notwithstanding anything herein to the contrary, compliance with clause (i) shall not apply if the Backup Servicer becomes the Servicer.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (a) into which the Servicer may be merged or consolidated, (b) which may result from any merger merger, conversion or consolidation to which the Servicer shall be a party, party or (c) which may succeed to the properties and assets of the Servicer Servicer, substantially as a whole, whole or (d) with respect to the Servicer's obligations hereunder, which is a corporation or limited liability company 50% or more of the voting stock interest of which is owned, directly or indirectly, by Deere[__________], which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder, hereunder shall be the successor to the Servicer under this the Agreement without further act on the part of any of the parties to this the Agreement; provided, however, that (i) the Servicer shall have received the written consent of the Controlling Party prior to entering into any such transaction; (ii) immediately after giving effect to such transaction, no Servicer Default, Default or Insurance Agreement Event of Default and no event which, after notice or lapse of time, or both, would become a Servicer Default or Insurance Agreement Event of Default shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Owner Trustee Trustee, the Indenture Trustee, the Rating Agencies and the Indenture Trustee Insurer an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Servicer shall have delivered to the Owner Trustee Trustee, the Indenture Trustee, the Rating Agencies and the Indenture Trustee Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and and, the Indenture Trustee, respectively, Trustee in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. The Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller to comply with its Exchange Act reporting obligations with respect to a successor servicerinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), (c) or (d) above. Notwithstanding anything herein to the contrary, compliance with clause (i) shall not apply if the Backup Servicer becomes the Servicer.

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 (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which the Servicer shall be a party, (ciii) which may succeed to that acquires by conveyance, transfer or lease substantially all of the properties and assets of the Servicer substantially as a wholeServicer, or (div) with respect succeeding to the Servicer's obligations hereunder, which is a corporation 50% or more business of the voting stock of which is owned, directly or indirectly, by DeereServicer, which Person executed shall execute an agreement of assumption to perform every obligation of the Servicer hereunderunder this Agreement, shall be the successor to the 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 AgreementAgreement anything herein to the contrary notwithstanding; provided, however, that (i) 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, (i) no Servicer Defaultrepresentation 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 whichthat, after notice or lapse of time, time or both, would become a Servicer Default an Event of Servicing Termination or an Additional Event of Servicing Termination shall have occurred and be continuing, (iiiii) the Servicer shall have delivered to the Owner Indenture Trustee and the Indenture Owner Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and any such agreement of assumption related agreements comply with this Section 7.03 and that all conditions precedent precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to 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 executed (if required) and filed that are necessary fully to preserve and protect the interest of the Owner Trustee Trust and the Indenture Trustee, respectively, Trustee in the Receivables and reciting the details of such filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. The Furthermore, in the event the Servicer shall provide the Seller in writing with such information as reasonably requested by the Seller transfers or otherwise disposes of all or substantially all of its assets to comply with its Exchange Act reporting obligations with respect to a successor servicer. Notwithstanding anything herein to the contrary, 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 (i), (ii), (iii) and (iv) above shall also be conditions fully liable to the consummation for all of the transactions referred to in clause (a), (b), (c) or (d) aboveServicer's obligations and liabilities hereunder.