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

Merger or Consolidation of, or Assumption of the Obligations of, the Sellers. Any Person (a) into which either Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of either Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the related Seller under this Agreement, shall be the successor to the related Seller 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) if the related Seller shall not be the surviving entity or if the debt rating of AmeriCredit Corp. by S&P or Xxxxx'x would be lower after giving effect to such transaction than prior to giving effect to the transaction, the related Seller shall have received the written consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent 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 Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and the Administrative Agent 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 Trust Collateral Agent, the Owner Trustee and the 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), (iv) and (v) 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 Sellers. Any Person (a) into which either Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of either Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the related Seller under this Agreement, shall be the successor to the related Seller 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) if the related Seller shall not be the surviving entity or if the debt rating of AmeriCredit Corp. by S&P Standard & Poor’s or Xxxxx'x Xxxxx’x would be lower after giving effect to such transaction than prior to giving effect to the transaction, the related Seller shall have received the written consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent 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 Agreement relating to such transaction have been complied with, and (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and the Administrative Agent 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 Trust Collateral Agent, the Owner Trustee and the 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), (iv) and (viv) 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 Sellers. Any Person (a) into which either Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which either Seller shall be a party or (c) which may succeed to the properties and assets of either Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the related Seller under this Agreement, shall be the successor to the related Seller 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) if the related Seller shall not be the surviving entity or if the debt rating of AmeriCredit Corp. by S&P or Xxxxx'x Xxxxx’x would be lower after giving effect to such transaction than prior to giving effect to the transaction, the related Seller shall have received the written consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent 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 Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the related Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and the Administrative Agent 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 Trust Collateral Agent, the Owner Trustee and the 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), (iv) and (v) 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 Sellers. Any Person (a) into which either a Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which either a Seller shall be a party or (c) which may succeed to the properties and assets of either a Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the related Seller under this Agreement, shall be the successor to the related such Seller 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) if the related such Seller shall not be the surviving entity or if the debt rating of AmeriCredit Corp. by S&P Standard & Poor’s or Xxxxx'x Moody’s would be lower after giving effect to such transaction than prior to giving effect to the transaction, the related such Seller shall have received the written consent of the Class A Majority, the Class B Majority and the Class C Majority, acting together, Required Noteholders prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the related such Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Agents and the Administrative Agent 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 Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the related such Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Trustee, the Agents and the Administrative Agent 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 Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and Other Conveyed Property 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), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.