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, 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 Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and the Letter of Credit Provider an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and the Letter of Credit Provider an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) 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 Agreement; provided, however, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and Trustee, the Letter of Credit Provider and the Indenture Administrator an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and Trustee, the Letter of Credit Provider and the Indenture Administrator an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) 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 3.1 5 shall have been breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, breached; (iiiii) the Depositor surviving Person, if other than the Depositor, shall have delivered to the Owner Trustee, the Indenture Eligible Lender Trustee and the Letter of Credit Provider an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Contribution Agreement relating to such transaction have been complied with, (iii) and that the Rating Agency Condition shall have been satisfied with respect to such transaction transaction; and (iv) if the Depositor is not the surviving entity, the Depositor shall have delivered to the Owner Trustee, the Indenture Eligible Lender 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 Owner Trustee Trust and the Indenture Eligible Lender Trustee, respectively, in the Receivables Acquired Loans and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, 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, which Person in to any of other entity lawfully entitled to acquire 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 Agreementsame; provided, howeverthat so long as Notes are outstanding under the Indenture, that (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Depositor covenants and agrees that any such consolidation, merger, sale or transfer shall have 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 Owner TrusteeServicer 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 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 Notes is satisfied. The Depositor shall also deliver to the Indenture Trustee and the Letter of Credit Provider an 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 such surviving entity, enforceable against such entity in accordance with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, its terms. (iiib) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) The obligations of the Depositor hereunder shall have delivered not be assignable, nor shall any Person succeed to the Owner Trustee, the Indenture Trustee and the Letter of Credit Provider an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest obligations of the Owner Trustee and Depositor hereunder, except in each case in accordance with the Indenture Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution provisions 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) aboveparagraph.

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