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

Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which the Depositor may be merged or consolidated, (b) which may result from any merger or consolidation to which the Depositor shall be a party or (c) which may succeed to the properties and assets of the Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the parties to this Contribution Agreement; provided, however, that the Depositor hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Depositor, executes an agreement of assumption to perform every obligation of the Depositor under this Contribution Agreement, the Initial Contribution Agreement, each Subsequent Contribution Agreement and each Conveyance Schedule; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than the Depositor, shall have delivered to the Eligible Lender 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, if any, provided for in this Contribution Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if the Depositor is not the surviving entity, the Depositor shall have delivered to the Eligible Lender 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 and filed that are necessary fully to preserve and protect the interest of the Trust and the Eligible Lender Trustee, respectively, in the Acquired Loans 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.

Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which the Depositor may be merged or consolidated, (b) which may result from any merger or consolidation to which the Depositor shall be a party or (c) which may succeed to the properties and assets of the Depositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Contribution Agreement; provided, however, that the Depositor hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Depositor, executes an agreement of assumption to perform every obligation of the Depositor under this Contribution Agreement, the Initial Contribution Agreement, each Subsequent Contribution Agreement and each Conveyance Schedule; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breached; breached and 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, (iiiii) the surviving Person, if other than the Depositor, Depositor shall have delivered to the Eligible Lender Owner Trustee, the Indenture Trustee and the Letter of Credit Provider 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, if any, provided for in this Contribution Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; transaction and (iv) if the Depositor is not the surviving entity, the Depositor shall have delivered to the Eligible Lender Owner Trustee, the Indenture Trustee and the Letter of Credit Provider an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Owner Trustee and the Eligible Lender Indenture Trustee, respectively, in the Acquired Loans 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. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which the Depositor may be merged or consolidated, (b) which may result from any merger or consolidation to which the Depositor shall be a party or (c) which may succeed to the properties and assets of the Depositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Contribution Agreement; provided, however, that the Depositor hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Depositor, executes an agreement of assumption to perform every obligation of the Depositor under this Contribution Agreement, the Initial Contribution Agreement, each Subsequent Contribution Agreement and each Conveyance Schedule; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breached; breached and 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, (iiiii) the surviving Person, if other than the Depositor, Depositor shall have delivered to the Eligible Lender Trustee Owner Trustee, the Indenture Trustee, the Letter of Credit Provider and the Indenture Administrator 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, if any, provided for in this Contribution Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; transaction and (iv) if the Depositor is not the surviving entity, the Depositor shall have delivered to the Eligible Lender Trustee Owner Trustee, the Indenture Trustee, the Letter of Credit Provider and the Indenture Administrator an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Owner Trustee and the Eligible Lender Indenture Trustee, respectively, in the Acquired Loans 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. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which Nothing in this Agreement shall prevent any consolidation or merger of the Depositor may be merged with or consolidatedinto any other entity, (b) which may result from or any consolidation or merger of any other entity with or consolidation to which into the Depositor shall be a party Depositor, or (c) which may succeed to any sale or transfer of all or substantially all of the properties property and assets of the Depositor substantially as a whole, shall be to any other entity lawfully entitled to acquire the successor to the Depositor without the execution or filing of any document or any further act by any of the parties to this Contribution Agreementsame; provided, howeverthat so long as Notes are outstanding under the Indenture, the Depositor covenants and agrees that any such consolidation, merger, sale or transfer shall be upon the condition that the due and punctual performance and observance of all the terms, covenants and conditions of this Agreement to be kept or performed by the Depositor shall, by an agreement supplemental hereto, executed and delivered to the Servicer and the Issuing Entity, be assumed by the entity (if other than the Depositor) formed by or resulting from any such consolidation or merger, or which shall have received the transfer of all or substantially all of the property and assets of the Depositor, just as fully and effectually as if such successor entity had been the original party hereto; and, in the event of any such sale or transfer, the predecessor Depositor may be dissolved, wound up and liquidated at any time thereafter; and further, provided, that so long as Notes are outstanding hereunder, the Depositor hereby covenants and agrees that it will not consummate any such consolidation, merger, sale or transfer until the Rating Agency Condition with respect to each outstanding Series of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Depositor, executes an agreement of assumption to perform every obligation of the Notes is satisfied. The Depositor under this Contribution Agreement, the Initial Contribution Agreement, each Subsequent Contribution Agreement and each Conveyance Schedule; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than the Depositor, shall have delivered also deliver to the Eligible Lender Indenture Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement is a valid and binding obligation of assumption comply with this Section and that all conditions precedent, if any, provided for in this Contribution Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if the Depositor is not the surviving entity, the Depositor shall have delivered to the Eligible Lender Trustee an Opinion of Counsel either (A) stating that, enforceable against such entity in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust and the Eligible Lender Trustee, respectively, in the Acquired Loans 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 interestsaccordance with its terms.

Merger or Consolidation of, or Assumption of the Obligations of, the Depositor. Any Person (a) into which the Depositor may be merged or consolidated, (b) which may result from any merger or consolidation to which the Depositor shall be a party or (c) which may succeed to the properties and assets of the Depositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor hereunder without the execution or filing of any document or any further act by any of the parties to this Contribution Agreement; provided, however, that the Depositor hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than the Depositor, executes an agreement of assumption to perform every obligation of the Depositor under this Contribution Agreement, the Initial Contribution Agreement, each Subsequent Contribution Agreement and each Conveyance Schedule; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breached; breached and 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, (iiiii) the surviving Person, if other than the Depositor, Depositor shall have delivered to the Eligible Lender Trustee Owner Trustee, the Indenture Trustee, [the Letter of Credit Provider] and the Indenture Administrator 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, if any, provided for in this Contribution Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; transaction and (iv) if the Depositor is not the surviving entity, the Depositor shall have delivered to the Eligible Lender Trustee Owner Trustee, the Indenture Trustee, [the Letter of Credit Provider] and the Indenture Administrator an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Owner Trustee and the Eligible Lender Indenture Trustee, respectively, in the Acquired Loans 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. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.