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. 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, (c) which may succeed to the properties and assets of the Servicer, substantially as a whole or (d) with respect to the Servicer’s obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Franklin Resources, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. 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, (c) which may succeed to the properties and assets of the Servicer, substantially as a whole or (d) with respect to the Servicer’s obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Franklin Resources, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, Provider and the Indenture Trustee and the Indenture Administrator an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, Provider and the Indenture Trustee and the Indenture Administrator an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. 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 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 an Eligible Servicer and shall be capable of fulfilling the duties of the Servicer contained in this Agreement. Any Person (ai) into which the Servicer may be merged or consolidated, (bii) which may result resulting from any merger or consolidation to which the Servicer shall be a party, (ciii) which may succeed to acquires by conveyance, transfer, or lease substantially all of the properties and assets of the Servicer, substantially as a whole or (div) with respect succeeding to the Servicer’s obligations hereunder, which is a corporation 50% or more business of the voting stock Servicer, in any of which is owned, directly or indirectly, by Franklin Resources, which Person executed the foregoing cases shall execute an agreement of assumption to perform every obligation of the Servicer hereunder 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 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 Servicer from any obligation hereunder. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 12.2 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 Servicer Default 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 which, that after notice or lapse of time, or both, time would become a Servicer Default Facility Termination Event pursuant to Section 14.1 shall have happened occurred and be continuing, and (iiy) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator 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 provided for in 12.2. The parties to this Agreement relating acknowledge that this Section 12.2 shall only apply to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to so long as CAR, CAR Servicing or an Affiliate of CAR is the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) aboveServicer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. 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, (c) which may succeed to the properties and assets of the Servicer, substantially as a whole or (d) with respect to the Servicer’s obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Franklin Resources, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) unless an Insurer Default shall have occurred and be continuing, the Servicer shall have received the written consent of the Security Insurer prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (iiiii) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator 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 provided for in this Agreement relating to such transaction have been complied with, (iiiiv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator Security Insurer an Opinion of Counsel (which shall not be addressed to the Security Insurer as long as an Insurer Default exists) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral AgentTrustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (ivv) above shall be conditions to the consummation of the transactions referred to in clause clauses (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. 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, Servicer substantially as a whole whole, or (d) with respect to the Servicer’s obligations hereunderany Person, which is a corporation more than 50% or more of the voting stock of which is ownedis, directly or indirectly, owned by Franklin ResourcesNationsBank Corporation, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder and under the Reimbursement Agreement, shall be the successor to the Servicer under this the Agreement without further act on the part of any of the parties to this the Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default Event of Default, and no event which, after notice or lapse of time, time or both, would become a Servicer an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator 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 17.3, and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 17.3 to each Rating Agency and the Surety Bond Issuer. Notwithstanding anything herein to the contrary, the execution Servicer shall not consummate any transaction of a type referred to in clauses (a), (b) or (c) above unless at or prior thereto the foregoing agreement of assumption shall have been executed and compliance with the conditions described in clauses (i), (ii), ) and (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) abovehave been satisfied.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. 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, (c) which may succeed to the properties and assets of the Servicer, substantially as a whole or (d) with respect to the Servicer’s obligations hereunder, which is a corporation 50% or more of the voting stock of which is owned, directly or indirectly, by Franklin Resources, which Person executed an agreement of assumption to perform every obligation of the Servicer hereunder shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, [the Letter of Credit Provider, ,] the Indenture Trustee and the Indenture Administrator an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, [the Letter of Credit Provider, ,] the Indenture Trustee and the Indenture Administrator an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) above.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. 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, Servicer substantially as a whole whole, or (d) with respect to the Servicer’s obligations hereunderany Person, which is a corporation more than 50% or more of the voting stock of which is ownedis, directly or indirectly, owned by Franklin ResourcesThe CIT Group, Inc., which Person in each of the foregoing cases executed an agreement of assumption to perform every obligation of the Servicer hereunder and under the Reimbursement Agreement, shall be the successor to the Servicer under this Agreement without further act on the part of any of the parties to this Agreement; provided, however, that (i) immediately after giving effect to such transaction, no Servicer Default Event of Default, and no event which, after notice or lapse of time, time or both, would become a Servicer an Event of Default shall have happened and be continuing, (ii) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator 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 17.3, and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Servicer shall have delivered to the Owner Trustee, the Letter of Credit Provider, the Indenture Trustee and the Indenture Administrator an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Owner Trustee and the Indenture Collateral Agent, respectively, in the Receivables Receivables, and reciting the details of such filings filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 13.3 to each Rating Agency and the Surety Bond Issuer. Notwithstanding anything herein to the contrary, the execution Servicer shall not consummate any transaction of a type referred to in clauses (a), (b) or (c) above unless at or prior thereto the foregoing agreement of assumption shall have been executed and compliance with the conditions described in clauses (i), (ii), ) and (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clause (a), (b), (c) or (d) abovehave been satisfied.