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

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.2(a) to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders Security Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Security Insurer 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 to preserve and protect the interest of the Trust Owner Trustee in the Receivables and the Other Conveyed Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall The Servicer will not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall will be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall and, subject to Section 4.6 of the Insurance Agreement, will be acceptable to the Majority NoteholdersControlling Party, and shall and, if an Insurer Default has occurred or is continuing, will be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall the Servicer will be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall will be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit shall The Servicer will provide notice of any merger, consolidation or succession pursuant to this Section 8.3 to the Owner Trustee, the Trust Collateral AgentDepositor, the Noteholders Indenture Trustee, the Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall the Servicer will not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall will have been breached (for purposes hereof, such representations and warranties shall speak will be true and correct as of the date of the consummation of such transaction)) and no Servicer Termination Event has occurred and is continuing other than in connection with a change in control as provided in the Insurance Agreement, (y) AmeriCredit shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer and Servicer, the Rating Agencies and the Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 8.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall will be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall will be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall will be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit CPS shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCreditCPS’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 AmeriCredit CPS contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit CPS may be merged or consolidated, (ii) resulting from any merger or consolidation to in which AmeriCredit CPS shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditCPS, or (iv) succeeding to the business of AmeriCreditCPS, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit CPS under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit CPS 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit CPS from any obligation. AmeriCredit CPS shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentTrustee, the Noteholders Securityholders and each the Rating AgencyAgencies. Notwithstanding the foregoing, AmeriCredit CPS shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditCPS’s business, unless (x) immediately after giving effect to such transaction, no representation representation, warranty or warranty covenant made pursuant to Section Sections 9.1 (other than clause (a) with respect to its state of incorporation and clause (i)) or 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies 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, and (z) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to preserve and protect the interest of the Trust Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to in which the Backup Servicer shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit CPS shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCreditCPS’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 AmeriCredit CPS contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit CPS may be merged or consolidated, (ii) resulting from any merger or consolidation to in which AmeriCredit CPS shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditCPS, or (iv) succeeding to the business of AmeriCreditCPS, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit CPS under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit CPS 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit CPS from any obligation. AmeriCredit CPS shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentDelaware Trustee, the Noteholders Grantor Trust Trustee, the Indenture Trustee, the Securityholders and each the Rating AgencyAgencies. Notwithstanding the foregoing, AmeriCredit CPS shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditCPS’s business, unless (x) immediately after giving effect to such transaction, no representation representation, warranty or warranty covenant made pursuant to Section Sections 9.1 (other than clause (a) with respect to its state of incorporation and clause (i)) or 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Delaware Trustee, the Backup Servicer Grantor Trust Trustee, the Indenture Trustee and the Rating Agencies 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, and (z) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Delaware Trustee, the Backup Servicer Grantor Trust Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Trust Property or the Grantor Trust Trustee in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) The Backup Servicer may consolidate with any Person. Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to in which the Backup Servicer shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit CPS shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCreditCPS’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 AmeriCredit CPS contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit CPS may be merged or consolidated, (ii) resulting from any merger or consolidation to in which AmeriCredit CPS shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditCPS, or (iv) succeeding to the business of AmeriCreditCPS, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit CPS under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit CPS 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit CPS from any obligation. AmeriCredit CPS shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentTrustee, the Noteholders Securityholders and each the Rating Agency. Notwithstanding the foregoing, AmeriCredit CPS shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditCPS’s business, unless (x) immediately after giving effect to such transaction, no representation representation, warranty or warranty covenant made pursuant to Section Sections 9.1 (other than clause (a) with respect to its state of incorporation and clause (i)) or 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Agency 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, and (z) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Agency an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to preserve and protect the interest of the Trust Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to in which the Backup Servicer shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall The Servicer will not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCreditthe Servicer’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall will be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall and, subject to Section 4.6 of the Insurance Agreement, will be acceptable to the Majority NoteholdersControlling Party, and shall and, if an Insurer Default has occurred or is continuing, will be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall the Servicer will be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall will be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit shall The Servicer will provide notice of any merger, consolidation or succession pursuant to this Section 8.3 to the Owner Trustee, the Trust Collateral AgentDepositor, the Noteholders Indenture Trustee, the Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall the Servicer will not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditthe Servicer’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall will have been breached (for purposes hereof, such representations and warranties shall speak will be true and correct as of the date of the consummation of such transaction)) and no Servicer Termination Event has occurred and is continuing other than in connection with a change in control as provided in the Insurance Agreement, (y) AmeriCredit shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer and Servicer, the Rating Agencies and the Insurer 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 8.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall will be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall will be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall will be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and has not been waived, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s '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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s 's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Officer’s '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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholder and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Noteholder an Officer’s '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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Noteholder an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit CPS shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCreditCPS’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 AmeriCredit CPS contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit CPS may be merged or consolidated, (ii) resulting from any merger or consolidation to in which AmeriCredit CPS shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditCPS, or (iv) succeeding to the business of AmeriCreditCPS, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit CPS under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit CPS 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit CPS from any obligation. AmeriCredit CPS shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentDelaware Trustee, the Noteholders Grantor Trust Trustee, the Indenture Trustee, the Securityholders and each the Rating AgencyAgencies. Notwithstanding the foregoing, AmeriCredit CPS shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditCPS’s business, unless (x) immediately after giving effect to such transaction, no representation representation, warranty or warranty covenant made pursuant to Section Sections 9.1 (other than clause (a) with respect to its state of incorporation and clause (i)) or 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Delaware Trustee, the Backup Servicer Grantor Trust Trustee, the Indenture Trustee and the Rating Agencies 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, and (z) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Delaware Trustee, the Backup Servicer Grantor Trust Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to preserve and protect the interest of the Owner Trustee and the Indenture Trustee, respectively, in the Trust Property or the Grantor Trust Trustee in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to in which the Backup Servicer shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and has not been waived, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and has not been waived, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Servicer, the Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable the other Basic Documents to the Majority Noteholders, and shall be an eligible servicerwhich it is a party. Any corporation or other Person (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and the other Basic Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders each Note Purchaser and each Rating AgencyNoteholder. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer each Note Purchaser and the Rating Agencies each Noteholder an Officer’s '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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer each Note Purchaser and the Rating Agencies each Noteholder an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Trustee for the benefit of the Noteholders and the Note Purchasers in the Receivables and the Other Conveyed Property Opinion Collateral and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit CPS shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s CPS'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 AmeriCredit CPS contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit CPS may be merged or consolidated, (ii) resulting from any merger or consolidation to in which AmeriCredit CPS shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditCPS, or (iv) succeeding to the business of AmeriCreditCPS, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit CPS under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit CPS 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit CPS from any obligation. AmeriCredit CPS shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentTrustee, the Noteholders Securityholders, the Note Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit CPS shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s CPS's business, unless (x) immediately after giving effect to such transaction, no representation representation, warranty or warranty covenant made pursuant to Section Sections 9.1 or 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Note Insurer an Officer’s '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, and (z) AmeriCredit CPS shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Note Insurer an Opinion of Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary to preserve and protect the interest of the Trust Owner Trustee and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to in which the Backup Servicer shall be a partyconstituent corporation, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s all or substantially all of its business unlessor assets, unless after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation Person (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and the other Transaction Documents to which the Servicer is a party and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligationobligation hereunder. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 12.2(a) to the Required Lenders and the Backup Servicer and the Required Lenders shall have consented thereto. Notwithstanding the foregoing, as a condition to the consummation of the transactions referred to in clauses (i), (ii), (iii) and (iv) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 8.2 shall have been breached in any material respect (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no event that after notice or lapse of time would become a Facility Termination Event pursuant to Section 14.1 shall have occurred and be continuing, (y) the Servicer shall have delivered to the Administrative/Collateral Agent 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 12.2(a), and (z) the Servicer shall have delivered to the Administrative/Collateral Agent an Opinion of Counsel, stating, 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 to preserve and protect the security interest of the Administrative/Collateral Agent (for the benefit of the Secured Parties) in the Transferred Contracts and reciting the details of the filings, if any, or (B) no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer (if FEFG is the Servicer) shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement Agreement, and, if an Insurer Default shall have occurred and shall be acceptable to the Majority Noteholderscontinuing, and shall be an eligible servicerEligible Servicer. Any If FEFG is the Servicer, any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.2(a) to the Owner Issuer, the Trustee, the Trust Collateral AgentNoteholders, the Noteholders Security Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer (if FEFG is the Servicer) shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Security Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Issuer in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit Exeter 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 AmeriCreditExeter’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 AmeriCredit Exeter contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit Exeter may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit Exeter shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditExeter, or (iv) succeeding to the business of AmeriCreditExeter, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit Exeter under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit Exeter 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit Exeter from any obligation. AmeriCredit Exeter shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit Exeter shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditExeter’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit Exeter shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee[, the Backup Servicer Servicer] and the Rating Agencies 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, and (z) AmeriCredit Exeter shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee[, the Backup Servicer Servicer], the Indenture Trustee and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) [The Backup Servicer may merge with any other corporation or banking association. Any corporation or banking association (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.]

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Servicer, the Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable the other Basic Documents to the Majority Noteholders, and shall be an eligible servicerwhich it is a party. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and the other Basic Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be -- - deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, Note Purchaser and the Noteholders and each Rating AgencyNoteholders. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be -- deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Note Purchaser and the Rating Agencies Noteholders an Officer’s '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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Note Purchaser and the Rating Agencies Noteholders an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Trustee for the benefit of the Noteholders and the Note Purchaser in the Receivables and the Other Conveyed Property Opinion Collateral and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s '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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s 's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Officer’s '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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Servicer, the Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’s business unless, AmeriCredit has received the consent of the Majority Noteholders with respect to such merger, consolidation, conveyance, transfer, lease or succession, and after the such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, Agent and the Noteholders and each Rating AgencyNoteholders. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, Trustee and the Backup Servicer and the Rating Agencies 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, Trustee and the Backup Servicer and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and and, if the surviving entity shall not be AmeriCredit or the debt rating of AmeriCredit Corp. from S&P or Xxxxx’x would be lowered as a result of such transaction, shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgent in the Agent’s sole discretion. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Owners, the Agent and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 2.6 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 Rapid Amortization Event or Potential Rapid Amortization Event shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Collateral Agent, Owner Trustee, the Trust Collateral AgentBackup Servicer, the Trustee, the Backup Servicer and the Rating Agencies and the Agent 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Agent an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Noteholder, the Agent, the Noteholders Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default or Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral AgentRating Agencies, the Trustee, the Backup Servicer Noteholder and the Rating Agencies Insurer an Officer’s '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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral AgentRating Agencies, the Trustee, the Backup Servicer Noteholder and the Rating Agencies Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s '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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section 9.2(a) to the Owner Trustee, the Trust Collateral AgentCertificateholders, the Noteholders Security Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s 's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Security Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Insurer an Opinion of Counsel, stating in the opinion of such counsel, either either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.2(a) to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders Backup Servicer, Xxxxxx and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Xxxxxx an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Xxxxxx 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 to preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables and the Other Conveyed Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s '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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s 's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies an Officer’s '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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Agent and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other PersonPerson or, other than sales of assets in its ordinary course of business, convey, transfer or lease all or substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s all or substantially all of its business or assets, unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerEligible Servicer. Any corporation Person (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which that acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and making representations substantially equivalent to those made by the Servicer hereunder and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligationobligation hereunder. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section SECTION 8.2(a) to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders Noteholders, the Insurer and each Rating Agency, and the Rating Agency Condition in respect of such merger, consolidation or succession shall have been satisfied. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s businessall or substantially all of its business or assets, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 3.6 shall have been breached in any material respect (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, would become an Event of Default, Insurance Agreement Event of Default or Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer Insurer and the each Rating Agencies Agency an Officer’s 's Certificate and an Opinion of Counsel Counsel, each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section SECTION 8.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer Insurer and the each Rating Agencies Agency an Opinion of Counsel, stating in the opinion of such counsel, either (A1) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee in the Receivables and the Other Conveyed Property proceeds thereof and reciting the details of the filings or (B2) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer may be merged merged, consolidated or consolidatedconverted, (ii) resulting from any merger merger, consolidation or consolidation conversion to which the Backup Servicer shall be a party, (iii) which that acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligationobligation under this Agreement.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 7.2(a) to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Noteholders Backup Servicer, JPMD and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies JPMD an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies JPMD 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 to preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee in the Receivables and the Other Conveyed Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and and, if the surviving entity shall not be AmeriCredit or the debt rating of AmeriCredit Corp. from Standard & Poor’s or Moody’s would be lowered as a result of such transaction, shall be acceptable to the Majority Required Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Administrative Agent and each the Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, Backup Servicer, the Backup Servicer Rating Agency, the Agents and the Rating Agencies Administrative Agent 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the TrusteeRating Agency, the Backup Servicer Agents and the Rating Agencies Administrative Agent an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of Back to Contents fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.. Back to Contents

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and and, if the surviving entity shall not be AmeriCredit or the debt rating of AmeriCredit Corp. from S&P or Xxxxx’x would be lowered as a result of such transaction, shall be acceptable to the Class A Majority, the Class B Majority Noteholdersand the Class C Majority, and shall be an eligible serviceracting together. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Administrative Agent and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, Backup Servicer, the Backup Servicer Rating Agencies, the Agents and the Rating Agencies Administrative Agent 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the TrusteeRating Agencies, the Backup Servicer Agents and the Rating Agencies Administrative Agent an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and and, if the surviving entity shall not be AmeriCredit or the debt rating of AmeriCredit Corp. from S&P or Xxxxx’x would be lowered as a result of such transaction, shall be acceptable to the Class A Majority, the Class B Majority Noteholdersand the Class C Majority, acting together, and shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agencythe Administrative Agent thirty (30) days prior to such merger, consolidation or succession. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, Backup Servicer, the Backup Servicer Agents and the Rating Agencies Administrative Agent 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Agents and the Rating Agencies Administrative Agent an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral AgentNoteholder, the Noteholders Controlling Party and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Controlling Party an Officer’s '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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral AgentRating Agencies, the Trustee, the Backup Servicer Controlling Party and the Rating Agencies Noteholder an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Trustee, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit AFS shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s AFS'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 AmeriCredit AFS contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit AFS may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit AFS shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditAFS, or (iv) succeeding to the business of AmeriCreditAFS, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit AFS under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit AFS 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit AFS from any obligation. AmeriCredit AFS shall provide notice of any merger, consolidation or succession pursuant to this Section 7.2(a) to the Owner Issuer, the Trustee, the Trust Collateral AgentNoteholders, the Noteholders Security Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit AFS shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s AFS's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit AFS shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 7.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit AFS shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Security Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Issuer in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Agent and the Rating Agencies an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and and, if the surviving entity shall not be AmeriCredit or the debt rating of AmeriCredit Corp. from S&P or Xxxxx’x would be lowered as a result of such transaction, shall be acceptable to the Class A Majority, the Class B Majority Noteholdersand the Class C Majority, acting together, and shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Administrative Agent and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, Backup Servicer, the Backup Servicer Rating Agencies, the Agents and the Rating Agencies Administrative Agent 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the TrusteeRating Agencies, the Backup Servicer Agents and the Rating Agencies Administrative Agent an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer, shall be acceptable to the Agent and the Required Lenders and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation Person (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and the other Transaction Documents and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit the Servicer under this Agreement and the other Transaction Documents without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligationobligation hereunder. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section SECTION 12.2(a) to the Owner Trustee, the Trust Collateral Agent, the Noteholders Backup Servicer and each Rating Agencythe Collateral Agent. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person as a condition to become a successor the consummation of the transactions referred to AmeriCredit’s businessin CLAUSES (i), unless (ii), (iii) and (iv) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 SECTION 8.6 shall have been breached in any material respect (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no Facility Termination Event or Unmatured Facility Termination Event shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies Agent an Officer’s '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 withSECTION 12.2(a), and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies Agent an Opinion of Counsel, stating stating, in the opinion of such counsel, either either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the security interest of the Trust Collateral Agent (for the benefit of the Secured Parties) in the Transferred Receivables and the Other Conveyed Property other Borrower Collateral and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCreditthe 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable the other Loan Documents to the Majority Noteholders, and shall be an eligible servicerwhich it is a party. Any corporation or other Person (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and the other Loan Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit the Servicer under this Agreement and the other Loan 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Administrative Agent, the Noteholders Backup Servicer and each Rating AgencyLender. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCreditthe Servicer’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Administrative Agent and the Rating Agencies each Lender 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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Administrative Agent and the Rating Agencies each Lender an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Collateral Agent for the benefit of the Secured Parties in the Receivables and the Other Conveyed Property Opinion Collateral and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall The Servicer will not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall will be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall and, subject to Section 4.6 of the Insurance Agreement, will be acceptable to the Majority NoteholdersControlling Party, and shall and, if an Insurer Default has occurred or is continuing, will be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall the Servicer will be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall will be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit shall The Servicer will provide notice of any merger, consolidation or succession pursuant to this Section 8.3 to the Owner Trustee, the Trust Collateral AgentSeller, the Noteholders Indenture Trustee, the Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall the Servicer will not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall will have been breached (for purposes hereof, such representations and warranties shall speak will be true and correct as of the date of the consummation of such transaction)) and no Servicer Termination Event has occurred and is continuing other than in connection with a change in control as provided in the Insurance Agreement, (y) AmeriCredit shall the Servicer will have delivered to the Owner Trustee, the Trust Indenture Trustee, Backup Servicer and Collateral Agent, the Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 8.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral Agent, the Indenture Trustee, the Backup Servicer Rating Agencies and the Rating Agencies Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall will be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall will be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall will be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicerEligible Servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit For so long as AFS is the Seller and the Servicer, in the event of any conflict between this Section 8.3 and Section 7.4, this Section 8.3 shall control. 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 the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; PROVIDED, HOWEVER, that the Servicer shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unlessexcept as expressly provided in this Section 8.3. (b) The Servicer shall be permitted to merge or consolidate with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit another Person to become the successor to the Servicer's business; provided (i) that such Person is a direct or indirect wholly-owned subsidiary of AmeriCredit Corp.; and (ii) that, after the giving effect to such merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to in the Majority Noteholders, and shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all reasonable judgment of the assets of AmeriCredit, or Funding Agent. (ivc) succeeding to the business of AmeriCredit, Except as described in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trusteeclause (b) above, the Trust Collateral Agent, the Noteholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit Servicer shall not merge or consolidate with any other Person person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become a the successor to AmeriCredit’s businessthe Servicer's business unless: (i) the Servicer shall have received the written consent of the Funding Agent and the Borrower prior to entering into any such transaction, unless (xii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 5.6 shall have been breached (for purposes hereofand no Servicer Termination Event, such representations and warranties no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall speak as of the date of the consummation of such transaction)have happened and be continuing, (yiii) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Funding Agent and the Rating Agencies an Officer’s '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, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (zv) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and the Rating Agencies Funding Agent an Opinion of CounselCounsel stating that, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto that are otherwise required hereunder to be filed by the Servicer have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Borrower and the Funding Agent, respectively, in the Receivables and the Other Conveyed Property and reciting the details of the 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) or (c) above. (bd) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Servicer, the Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit 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 AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation Person (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section SECTION 9.2(A) to the Owner Trustee, the Trust Collateral AgentCertificate Insurer, the Noteholders Certificateholders and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person as a condition to become a successor the consummation of the transactions referred to AmeriCredit’s businessin clauses (i), unless (ii) and (iii) above, (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section SECTION 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default, shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Certificate Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section SECTION 9.2(A) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Certificate Insurer an Opinion of Counsel, stating stating, 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 to preserve and protect the interest of the Trust Trustee in the Receivables and the Other Conveyed Trust Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 4.2(a) to the Owner Issuer, the Indenture Trustee, the Trust Collateral Agent, the Noteholders Security Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 2.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 4.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Security Insurer an Opinion of Counsel, stating stating, 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 to preserve and protect the interest of the Trust Issuer in the Receivables and the Other Seller Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease all or substantially all of its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s 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 AmeriCredit the Servicer contained in this Agreement and shall be acceptable the other Basic Documents to the Majority Noteholders, and shall be an eligible servicerwhich it is a party. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and the other Basic Documents to which it is a party and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, Note Purchaser and the Noteholders and each Rating AgencyNoteholders. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 9.1 shall have been breached (for purposes hereof, such representations and warranties shall speak be deemed made as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Note Purchaser and the Rating Agencies Noteholders an Officer’s '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, and (z) AmeriCredit the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer Trustee and the Rating Agencies Noteholders an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust Purchaser and the Trustee for the benefit of the Note Purchaser and the Noteholders in the Receivables and the Other Conveyed Property Opinion Collateral and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation Person (i) into which the Backup Servicer (in its capacity as Backup Servicer or successor Servicer) may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit The Servicer shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’s the Servicer's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be an Eligible Servicer and shall be capable of fulfilling the duties of AmeriCredit the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (i) into which AmeriCredit the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit the Servicer shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCreditthe Servicer, or (iv) succeeding to the business of AmeriCreditthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release AmeriCredit the Servicer from any obligation. AmeriCredit The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 5.2(a) to the Owner Issuer, the Indenture Trustee, the Trust Collateral Administrative Agent, the Noteholders Security Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit the Servicer shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Administrative Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Security Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 5.2(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit the Servicer shall have delivered to the Owner TrusteeIssuer, the Trust Collateral Administrative Agent, the Trustee, the Backup Servicer Indenture Trustee and the Rating Agencies Security Insurer an Opinion of Counsel, stating stating, 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 to preserve and protect the interest of the Trust Issuer in the Receivables and the Other Seller Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; providedPROVIDED, howeverHOWEVER, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer or Backup Servicer. (a) AmeriCredit shall not merge or consolidate with any other Personperson, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to AmeriCredit’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 AmeriCredit contained in this Agreement and shall be acceptable to the Majority NoteholdersControlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an eligible servicer. Any corporation (i) into which AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which AmeriCredit shall be a party, (iii) which acquires by conveyance, transfer, or lease substantially all of the assets of AmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to AmeriCredit 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, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, the Insurer and each Rating Agency. Notwithstanding the foregoing, AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to AmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction)) and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have occurred and be continuing, (y) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer 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, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee, the Backup Servicer and Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel, stating 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 to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest.. Back to Contents (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the business of the Backup Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be deemed to release the Backup Servicer from any obligation.