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

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’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 GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, or (d) succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial from any obligation. GM Financial 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, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM FinancialAmeriCredit’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 GM Financial AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (ai) into which GM Financial AmeriCredit may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial AmeriCredit shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM FinancialAmeriCredit, or (div) succeeding to the business of GM FinancialAmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial AmeriCredit from any obligation. GM Financial 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, GM Financial AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM FinancialAmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants representations and warranties shall speak as of the date of the consummation of such transaction), (y) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM FinancialAmeriCredit’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 GM Financial AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial AmeriCredit may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial AmeriCredit shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM FinancialAmeriCredit, or (d) succeeding to the business of GM FinancialAmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial AmeriCredit from any obligation. GM Financial 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, GM Financial AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM FinancialAmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants representations and warranties shall speak as of the date of the consummation of such transaction), (y) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM FinancialAmeriCredit’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 GM Financial AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial AmeriCredit may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial AmeriCredit shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM FinancialAmeriCredit, or (d) succeeding to the business of GM FinancialAmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial AmeriCredit from any obligation. GM Financial 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, GM Financial AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM FinancialAmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction), (y) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’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 GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial may be merged or consolidated, (b) resulting from any merger or consolidation to which GM Financial shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, or (d) succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial from any obligation. GM Financial 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, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants representations and warranties shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial (I) The Servicer shall not merge or consolidate with or merge into any other Person, convey, corporation or convey or transfer or lease its properties and assets substantially all its assets as an entirety to another any Person, unless: (i) the entity formed by such consolidation or permit any other into which the Servicer is merged or the Person to become which acquires by conveyance or transfer the successor to GM Financial’s business unless, after properties and assets of the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and Servicer substantially as an entirety shall be an eligible servicer. Any entity organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto executed and delivered to the Trustee, and with the satisfaction of the Rating Agency Condition, the performance of every covenant and obligation of the Servicer under the Servicer Transaction Documents; and (aii) the Servicer has delivered to the Trustee, each Notice Person and the Receivables Trust (if requested by such Person) an Opinion of Counsel stating that such consolidation, merger, conveyance or transfer comply with this paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an agreement supplemental hereto has been executed as contemplated by clause (i) above, such opinion of counsel shall state that such supplemental agreement is a legal, valid and standing obligation of the Servicer enforceable against the Servicer in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles). (II) If SST is acting as Servicer, any corporation or other entity into which GM Financial SST may be merged or converted or with which it may be consolidated, (b) or any corporation or other entity resulting from any merger merger, conversion or consolidation to which GM Financial SST shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financial, any corporation or (d) other entity succeeding to the business of GM Financial, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, shall SST must be the successor to GM Financial under this Agreement of SST hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to this Agreementeffect such succession, anything in this Agreement herein to the contrary notwithstanding; provided, howeverand SST will not merge, that nothing contained herein shall be deemed to release GM Financial from any obligation. GM Financial 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, GM Financial shall not merge convert or consolidate with any other Person or permit any other Person to become a if the resulting entity would not be the successor to GM Financial’s business, unless (x) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction), (y) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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) GM Financial shall have delivered to the Owner Trustee, the Trust Collateral Agent, the 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 interestSST hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 Any Person to become the successor to GM Financial’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 GM Financial contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicer. Any corporation (a) into which GM Financial the Servicer may be merged or consolidated, (b) resulting which may result from any merger or consolidation to which GM Financial the Servicer shall be a party, (c) which acquires by conveyance, transfer, or lease substantially all may succeed to the properties and assets of the assets of GM FinancialServicer, substantially as a whole or (d) succeeding with respect to the business of GM FinancialServicer’s obligations hereunder, in any which is a corporation 50% or more of the foregoing cases shall execute voting stock of which is owned, directly or indirectly, by Franklin Resources, which Person executed an agreement of assumption to perform every obligation of GM Financial under this Agreement and, whether or not such assumption agreement is executed, the Servicer hereunder shall be the successor to GM Financial 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 (i) unless an Insurer Default shall have occurred and be deemed to release GM Financial from any obligation. GM Financial shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trusteecontinuing, the Trust Collateral AgentServicer shall have received the written consent of the Security Insurer prior to entering into any such transaction, the Noteholders and each Rating Agency. Notwithstanding the foregoing, GM Financial shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s business, unless (xii) immediately after giving effect to such transaction, no covenant made pursuant to Section 4.6 Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have been breached (for purposes hereof, such covenants shall speak as of the date of the consummation of such transaction)happened and be continuing, (yiii) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies Security Insurer an Officer’s Certificate and an Opinion of Counsel (which shall not be addressed to the Security Insurer as long as an Insurer Default exists) each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, precedent 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) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies Security Insurer an Opinion of CounselCounsel (which shall not be addressed to the Security Insurer as long as an Insurer Default exists) stating that, 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 fully 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 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 clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’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 GM Financial the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (ai) into which GM Financial the Servicer may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial the Servicer shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financialthe Servicer, or (div) succeeding to the business of GM Financialthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial the Servicer from any obligation. GM Financial The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner TrusteeIssuer, the Trust Collateral Agent, the Noteholders Trustee and each Rating Agency. Notwithstanding the foregoing, GM Financial the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s the Servicer's business, unless (xa) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such covenants 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, (yb) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, Issuer and the Trustee and a certificate of a Responsible Officer of the Rating Agencies an Officer’s Certificate Servicer 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 (zc) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, Issuer and the Trustee and the Rating Agencies an Opinion of Counsel, stating that, 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 Issuer in the Receivables and the Other Conveyed Property Trust Assets and reciting the details of the filings or (B2) no such action shall be necessary to preserve and protect such interest, and (d) the Rating Agency Condition has been satisfied.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’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 GM Financial the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (ai) into which GM Financial the Servicer may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial the Servicer shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financialthe Servicer, or (div) succeeding to the business of GM Financialthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial the Servicer from any obligation. GM Financial The Servicer shall provide written notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Trust Collateral Agent, the Noteholders Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, GM Financial the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s the Servicer's business, unless (xa) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such covenants 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, (yb) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Officer’s Certificate Indenture Trustee a certificate of a Responsible Officer of the Servicer 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 (zc) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies Indenture Trustee an Opinion of Counsel, stating that, 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 Owner Trustee in the Receivables and the Other Conveyed Property Trust Assets and reciting the details of the filings or (B2) no such action shall be necessary to preserve and protect such interest, and (d) the Rating Agency Condition has been satisfied.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM FinancialAmeriCredit’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 GM Financial AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerNote Insurer in the Note Insurer’s sole discretion. Any corporation (ai) into which GM Financial AmeriCredit may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial AmeriCredit shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM FinancialAmeriCredit, or (div) succeeding to the business of GM FinancialAmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial AmeriCredit from any obligation. GM Financial AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, Collateral Agent and the Trust Collateral Agent, the Noteholders and each Rating AgencySecured Parties. Notwithstanding the foregoing, GM Financial AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM FinancialAmeriCredit’s business, unless (x) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 2.6 shall have been breached (for purposes hereof, such covenants representations and warranties shall speak as of the date of the consummation of such transaction)) and no Termination and Amortization Event or Potential Termination and Amortization Event shall have occurred and be continuing, (y) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent and the Rating Agencies Note 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) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent 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 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’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 GM Financial the Servicer contained in this Agreement and shall and, subject to Section 4.8 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 (ai) into which GM Financial the Servicer may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial shall the Servicer will be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financialthe Servicer, or (div) succeeding to the business of GM Financialthe Servicer, in any of the foregoing cases shall will execute an agreement of assumption to perform every obligation of GM Financial the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall will be the successor to GM Financial 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 GM Financial the Servicer from any obligation. GM Financial 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, GM Financial shall the Servicer will not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s the Servicer's business, unless (x) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 shall will have been breached (for purposes hereof, such covenants shall speak representations and warranties will be true and correct as of the date of the consummation of such transaction)) and no Servicer Default has occurred and is continuing other than in connection with a change in control as provided in the Insurance Agreement, (y) GM Financial shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee and 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) GM Financial shall the Servicer will have delivered to the Owner Trustee, the Trust Collateral AgentIndenture Trustee, the Trustee and 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 will be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial (a) The Servicer shall not merge or consolidate with any other Person, convey, transfer or lease substantially all its assets as an entirety to another Person, or permit any other Person to become the successor to GM Financial’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 GM Financial the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (ai) into which GM Financial the Servicer may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial the Servicer shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financialthe Servicer, or (div) succeeding to the business of GM Financialthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial the Servicer from any obligation. GM Financial The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section SECTION 6.3(a) to the Owner Trustee, the Trust Collateral Agent, the Noteholders Noteholders, and each Rating Agencythe Deal Agent. Notwithstanding the foregoing, GM Financial the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s the Servicer's business, unless (xA) immediately after giving effect to such transaction, no representation, warranty or covenant made pursuant to Section 4.6 SECTION 4.2 or SECTION 6.1 shall have been breached (for purposes hereof, such covenants covenants, representations and warranties shall speak as of the date of the consummation of such transaction), (yB) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent and the Rating Agencies an Officer’s Certificate Deal Agent a certificate signed by a Responsible Officer and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section SECTION 6.3(a) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (zC) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent and the Rating Agencies Deal Agent an Opinion of Counsel, stating that, in the opinion of such counsel, either (A1) 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 Collateral Agent for the benefit of the Secured Parties in the Receivables and the Other Conveyed Property Collateral and reciting the details of the filings or (B2) no such action shall be necessary to preserve and protect such interest.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’s 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 GM Financial AmeriCredit contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerNote Insurer in the Note Insurer's sole discretion. Any corporation (ai) into which GM Financial AmeriCredit may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial AmeriCredit shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM FinancialAmeriCredit, or (div) succeeding to the business of GM FinancialAmeriCredit, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial AmeriCredit under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial AmeriCredit from any obligation. GM Financial AmeriCredit shall provide notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, Collateral Agent and the Trust Collateral Agent, the Noteholders and each Rating AgencySecured Parties. Notwithstanding the foregoing, GM Financial AmeriCredit shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s AmeriCredit's business, unless (x) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 2.6 shall have been breached (for purposes hereof, such covenants representations and warranties shall speak as of the date of the consummation of such transaction)) and no Termination and Amortization Event or Potential Termination and Amortization Event shall have occurred and be continuing, (y) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent 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) GM Financial AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee Agent 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 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.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. GM Financial 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 GM Financial’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 GM Financial the Servicer contained in this Agreement and shall be acceptable to the Majority Noteholders, and shall be an eligible servicerAgreement. Any corporation (ai) into which GM Financial the Servicer may be merged or consolidated, (bii) resulting from any merger or consolidation to which GM Financial the Servicer shall be a party, (ciii) which acquires by conveyance, transfer, or lease substantially all of the assets of GM Financialthe Servicer, or (div) succeeding to the business of GM Financialthe Servicer, in any of the foregoing cases shall execute an agreement of assumption to perform every obligation of GM Financial the Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor to GM Financial 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 GM Financial the Servicer from any obligation. GM Financial 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 Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, GM Financial the Servicer shall not merge or consolidate with any other Person or permit any other Person to become a successor to GM Financial’s the Servicer's business, unless (xa) immediately after giving effect to such transaction, no covenant representation or warranty made pursuant to Section 4.6 3.6 shall have been breached (for purposes hereof, such covenants 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, (yb) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies an Officer’s Certificate Indenture Trustee a certificate of a Responsible Officer of the Servicer 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 (zc) GM Financial the Servicer shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Trustee and the Rating Agencies Indenture Trustee an Opinion of Counsel, stating that, 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 Owner Trustee in the Receivables and the Other Conveyed Property Trust Assets and reciting the details of the filings or (B2) no such action shall be necessary to preserve and protect such interest, and (d) the Rating Agency Condition has been satisfied.