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. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (ia) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (iib) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is the legal, valid and binding obligation of the surviving entity, enforceable against such surviving entity in accordance with respect its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to the Servicertime in effect or general principles of equity; and (iiic) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State state or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America or shall be a special purpose entity whose powers and activities are limited and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America or, subject to the Rating Agency Condition, any other type of entity, and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, assume the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation company or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (ia) If the corporation or other Servicer is not the surviving entity, the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entityentirety, shall expressly assume, by an agreement supplemental hereto, executed by such entity and delivered to the Receivables Trustee and the Transferor in a form satisfactory to the Trustee and the TransferorReceivables Trustee, the performance of every covenant and obligation the obligations of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicablemutatis mutandis, to such successor entity); (iib) the Servicer (or the surviving entity if it is not the Servicer) shall have delivered to the Trustee and the Transferor Receivables Trustee: (i) a certificate of an Officer’s Certificate of the Servicer to the effect authorised officer that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 Clause 10.2 and that all documentation referred to in (a) above and any conditions precedent herein provided for specified in such documentation relating to such transaction have been complied with and with; and (ii) an Opinion of Counsel that such supplemental agreement is legal, valid valid, binding and binding enforceable with respect to the successor entity and (if applicable) the Servicer; and (iii) , and the Servicer shall have delivered notice to the each Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (ia) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (iib) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iiic) the Servicer shall have delivered notice to the Rating Agency Agencies of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity be, if the Servicer is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, Columbia and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (hereunder, and shall benefit from all the rights granted to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Trustee and the Transferor each Enhancement Provider an Officer’s 's Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an and, in the case of the Opinion of Counsel Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer; andsuch surviving entity; (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfertransfer to each of the Rating Agencies; and (iv) after giving effect thereto, no Pay Out Event or an event which with notice or lapse of time or both would constitute a Pay Out Event shall have occurred.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder hereunder. (to To the extent that any right, covenant or obligation of the Servicer, as applicable hereunderTransferor, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);; and (ii) the Servicer shall have has delivered to the Trustee an officer's Certificate and the Transferor an Officer’s Certificate Opinion of the Servicer to the effect Counsel each stating that such consolidation,, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the with. The Servicer shall have delivered notice to promptly advise the Rating Agency Agencies in writing of any such merger, consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (I) The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code Columbia and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, hereto executed and delivered to the Trustee Indenture Trustee, and the Transferor in form satisfactory with notice to the Trustee and Rating Agencies (if any Rating Agency then provides a rating on the TransferorNotes), the performance of every covenant and obligation of the Servicer hereunder (to under the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);Servicer Transaction Documents; and (ii) the Servicer shall have has delivered to the Trustee Indenture Trustee, the Administrative Agent, the Noteholders and the Transferor Receivables an Officer’s Certificate Opinion of the Servicer to the effect Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an Opinion agreement supplemental hereto has been executed as contemplated by clause (i) above, such opinion of Counsel counsel shall state that such supplemental agreement is a legal, valid and binding standing obligation of the Servicer enforceable against the Servicer in accordance with respect 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 SST may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which SST shall be a party, or any corporation or other entity succeeding to the Servicer; and (iii) business of SST must be the Servicer shall have delivered notice successor 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 effect such succession, anything herein to the Rating Agency contrary notwithstanding, and SST will not merge, convert or consolidate if the resulting entity would not be the successor of such consolidation, merger, conveyance or transferSST hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State state or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America or shall be a special purpose entity whose powers and activities are limited and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Subject to subsection 3.1(a), the Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code Columbia and, if the Servicer is not the surviving entity, such Person shall expressly assume, by an agreement supplemental without the execution or filing of any paper or any further act on the part of any of the parties hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);; and (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the ServicerServicer and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Subject to subsection 3.1(a), the Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be (x) a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be Columbia or (y) a savings association, state or national banking association, bank or other entity which association that is not eligible to be a debtor in a case under Title 11 of the United States Code Bankruptcy Code, as amended from time to time, or to any successor statute, and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the ServicerServicer and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) (A) the Servicer is the surviving entity or (B) if the Servicer is not the surviving entity, the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code and, if the Servicer is not the surviving entity, of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or business entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and or shall be a savings association, national banking association, bank state banking corporation or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code andof America, and if the Servicer is not the surviving entity, shall be qualified to be an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer Servicer, as applicable, hereunder (and shall benefit from all the rights granted to the Servicer, as applicable, hereunder. To the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Trustee and the Transferor an Officer’s 's Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; andwith; (iii) the Servicer shall have received written notice from each Rating Agency that such assignment and succession will not result in a downgrading or withdrawal of its then current rating of any outstanding Series of Investor Certificates and shall have delivered copies of each such notice to the Transferor and the Trustee and each Person, if any, specified in the Supplement with respect to each class of Investor Certificates of any then outstanding Series which is not assigned a rating by any Rating Agency. (iv) The Transferor shall have delivered 15 Business Days' prior written notice of such consolidation, merger, conveyance or transfer to the Trustee, each Rating Agency assigning a rating to any class of Investor Certificates of any then outstanding Series, and each Person, if any, specified in the Supplement with respect to each class of Investor Certificates of any then outstanding Series which is not assigned a rating by any Rating Agency, and each Enhancement Provider; and The Servicer shall promptly advise the Rating Agencies in writing of any such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (I) The initial Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code Columbia and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, hereto executed and delivered to the Trustee Trustee, the Notice Persons of each Series and the Transferor Servicer Letter of Credit Bank in a form reasonably satisfactory to the Trustee and the TransferorNotice Persons of each Series, the performance of every covenant and obligation of the Servicer hereunder (to under the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);Servicer Transaction Documents; and (ii) the Servicer shall have has delivered to the Trustee Trustee, each Notice Person and the Transferor Servicer Letter of Credit Bank (if requested by such Person) an Officer’s Certificate Opinion of the Servicer to the effect Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an Opinion agreement supplemental hereto has been executed as contemplated by clause (i) above, such opinion of Counsel counsel shall state that such supplemental agreement is a legal, valid and binding standing obligation of the Servicer enforceable against the Servicer in accordance with respect 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) Any corporation or other entity into which SST may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which SST shall be a party, or any corporation or other entity succeeding to the Servicer; and (iii) business of SST must be the Servicer shall have delivered notice successor 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 effect such succession, anything herein to the Rating Agency contrary notwithstanding, and SST will not merge, convert or consolidate if the resulting entity would not be the successor of such consolidation, merger, conveyance or transferSST hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor Issuer in form satisfactory to the Trustee and the TransferorIssuer, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee Issuer and the Transferor Indenture Trustee an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 4.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered notice to the each Note Rating Agency of such consolidation, merger, conveyance or transfer; and (iv) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation state or national banking or savings association or other entity organized and existing under which is not subject to the bankruptcy laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor each Purchaser Representative in form satisfactory to the Trustee and the Transferoreach Purchaser Representative, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor each Purchaser Representative an Officer’s 's Certificate of the Servicer to Servicer, upon which the effect Trustee may conclusively rely, that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel Counsel, upon which the Trustee may conclusively rely, that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered given at least 10 Business Days' prior notice to the Rating Agency Agencies, the Trustee and each Purchaser Representative of such consolidation, merger, conveyance or transfer.; (iv) the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; and

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (I) The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code Columbia and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, hereto executed and delivered to the Trustee Indenture Trustee, and the Transferor in form satisfactory with notice to the Trustee and Rating Agencies (if any Rating Agency then provides a rating on the TransferorNotes), the performance of every covenant and obligation of the Servicer hereunder (to under the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); Servicer Transaction Documents; and (ii) the Servicer shall have has delivered to the Trustee Indenture Trustee, the Administrative Agent, the Noteholders and the Transferor Receivables an Officer’s Certificate Opinion of the Servicer to the effect Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an Opinion agreement supplemental hereto has been executed as contemplated by clause (i) above, such opinion of Counsel counsel shall state that such supplemental agreement is a legal, valid and binding standing obligation of the Servicer enforceable against the Servicer in accordance with respect 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 SST may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which SST shall be a party, or any corporation or other entity succeeding to the Servicer; and (iii) business of SST must be the Servicer shall have delivered notice successor 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 effect such succession, anything herein to the Rating Agency contrary notwithstanding, and SST will not merge, convert or consolidate if the resulting entity would not be the successor of such consolidation, merger, conveyance or transferSST hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or business entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other business entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall be an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer Servicer, as applicable, hereunder (and shall benefit from all the rights granted to the Servicer, as applicable, hereunder. To the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Trustee and the Transferor (i) an Officer’s 's Certificate of the Servicer to the effect stating that such consolidation, merger, conveyance or transfer and transfer, and, if the Servicer is not the surviving entity, such supplemental agreement agreement, comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and (ii) if the Servicer is not the surviving entity, an Opinion of Counsel that such supplemental agreement is constitutes a legal, valid and binding obligation of the surviving entity, enforceable against the surviving entity in accordance with respect its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (iii) if the surviving entity is subject to the Servicerbankruptcy laws of the United States, the Servicer shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not result in a downgrading or withdrawal of its then current rating of any outstanding Series of Investor Certificates and shall have delivered copies of each such notice to the Transferor and the Trustee; and (iiiiv) if the surviving entity is not subject to the bankruptcy laws of the United States, the Servicer shall have delivered notice to the each Rating Agency notice of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor Issuer in form satisfactory to the Trustee and the TransferorIssuer, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee Issuer and the Transferor Indenture Trustee an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 4.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered notice to the each Note Rating Agency of such consolidation, merger, conveyance or transfer; and (iv) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, thereof and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to Servicer, upon which the effect Trustee may conclusively rely, that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel Counsel, upon which the Trustee may conclusively rely, that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered given at least 10 Business Days' prior notice to the Rating Agency Agencies and the Trustee of such consolidation, merger, conveyance or transfer; POOLING AND SERVICING AGREEMENT (iv) the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; (v) the corporation formed by such consolidation or into which the Servicer is merged or which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall have all licenses and approvals of Governmental Authorities required to service the Receivables; and (vi) if the Person described in clause (i) is not an Affiliate of the Servicer, the Trustee shall have consented in writing to such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation Person or entity convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or entity a banking association organized and existing under the laws of the United States of America or any State state or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, such Person shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee Trust and the Transferor Indenture Trustee, in form satisfactory to the Trustee Trust and the TransferorIndenture Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Transferor, the Owner Trustee and the Transferor Indenture Trustee an Officer’s Certificate of the Servicer to the effect and an Opinion of Counsel, each stating that such consolidation, merger, conveyance conveyance, transfer or transfer and such supplemental agreement sale comply with this Section 8.02 5.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicerwith; and (iii) the Servicer shall have delivered given the Note Rating Agencies prompt notice to the Rating Agency of such consolidation, merger, conveyance merger or transfer.transfer of properties and assets; and

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Subject to subsection 3.1(a), the Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be (x) a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be Columbia or (y) a savings association, state or national banking association, bank or other entity which association that is not eligible subject to be a debtor in a case under Title 11 of the United States Bankruptcy Code of 1978, as amended from time to time, or to any successor statute and, if the Servicer is not the surviving entityPerson, shall expressly assume, by an 104 110 agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entityPerson, such successor entity Person shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entityPerson); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the ServicerServicer and that the Person surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia; and (iii) the Servicer shall have delivered notice to the each Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation Person or entity convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or entity a national banking association organized and existing under the laws of the United States of America or any State state thereof or the District of ColumbiaColumbia or is a special purpose entity whose powers and activities are limited, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Transferor Indenture Trustee, in form satisfactory to the Owner Trustee and the TransferorIndenture Trustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Owner Trustee and the Transferor Indenture Trustee an Officer’s Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer and such supplemental agreement sale comply with this Section 8.02 7.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; andwith; (iii) the Servicer shall have delivered given the Note Rating Agencies notice to the Rating Agency of such consolidation, merger, merger or transfer or assets; and (b) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfertransfer the properties and assets of the Servicer substantially as an entirety shall be an Eligible Servicer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Subject to subsection 3.1(a), the Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other business entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be (x) a corporation or entity limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be Columbia or (y) a savings association, state or national banking association, bank or other entity which association that is not eligible subject to be a debtor in a case under Title 11 the Bankruptcy Code of the United States Code 1978, as amended from time to time, or to any successor statute, and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such 104 supplemental agreement is legal, valid and binding with respect to the ServicerServicer and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (ia) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder hereunder. (to To the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity.);; and (iib) the Servicer shall have has delivered to the Trustee and the Transferor an Officer’s 's Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the with. The Servicer shall have delivered notice to promptly advise the Rating Agency Agencies in writing of any such merger, consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity convey, transfer or convey or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance, transfer or sale the properties and assets of the Servicer substantially in their entirety shall be, if the Servicer is not the surviving entity, a corporation or other entity a depository institution organized and existing under the laws of the United States or any State, and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust, Owner Trustee and the Indenture Trustee, in form satisfactory to the Trust, Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder; (i) the Servicer has delivered to the Trust, Owner Trustee and the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance, transfer or sale comply with this Section and that all conditions precedent herein provided for relating to such transaction are in compliance; and (ii) the Rating Agency Condition shall have been satisfied with respect to such consolidation, merger or transfer or assets; and (b) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an in their entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Eligible Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation company or entity Person or convey or transfer its properties and assets substantially as an entirety to any Personperson, unless: (ia) if the corporation or other Servicer is not the surviving entity, the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entityentirety, shall expressly assume, by an agreement supplemental hereto, executed by such entity and delivered to the Receivables Trustee and the Transferor in a form satisfactory to the Trustee and the TransferorReceivables Trustee, the performance of every covenant and obligation the obligations of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicablemutatis mutandis, to such successor entity); (iib) the Servicer (or the surviving entity if it is not the Servicer) shall have delivered confirmed in writing to the Receivables Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 Clause 10.2 and that all documentation referred to in (a) above and any conditions precedent herein provided for specified in such documentation relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicerwith; and (iiic) the Servicer shall have delivered notice to the each Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Subject to subsection 3.1(a), the Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code Columbia and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the ServicerServicer and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfertransfer and the Rating Agency shall have provided written confirmation that such consolidation, merger, conveyance or transfer will not result in the Rating Agency reducing or withdrawing its rating on any then outstanding Series as to which it is a Rating Agency.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) (A) the Servicer is the surviving entity or (B) if the Servicer is not the surviving entity, the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code and, if the Servicer is not the surviving entity, of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity if the Servicer is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia, Columbia or of Canada or any Province or Territory thereof and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Issuer Trustee and the Transferor Collateral Agent in form satisfactory to each of the Issuer Trustee and the TransferorCollateral Agent, the performance of every covenant and obligation of the Servicer hereunder (hereunder, and shall benefit from all the rights granted to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Trustee Issuer Trustee, the Collateral Agent and the Transferor each Credit Enhancer an Officer’s 's Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an and, in the case of the Opinion of Counsel Counsel, that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfertransfer to each of the Rating Agencies; and (iv) after giving effect thereto, no Event of Default or an event which with notice or lapse of time or both would constitute an Event of Default shall have occurred.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation state or national banking or savings association or other entity organized and existing under which is not subject to the bankruptcy laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor each Purchaser Representative in form satisfactory to the Trustee and the Transferoreach Purchaser Representative, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor each Purchaser Representative an Officer’s 's Certificate of the Servicer to Servicer, upon which the effect Trustee may conclusively rely, that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel Counsel, upon which the Trustee may conclusively rely, that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered given at least 10 Business Days' prior notice to the Rating Agency Agencies, the Trustee and each Purchaser Representative of such consolidation, merger, conveyance or transfer; (iv) the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; and (v) if the Person described in clause (i) is not an Affiliate of the Servicer, the Trustee and each Purchaser Representative shall have consented in writing to such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder hereunder. (to To the extent that any right, covenant or obligation of the Servicer, as applicable hereunderTransferor, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity.);; and (ii) the Servicer shall have has delivered to the Trustee an officer's Certificate and the Transferor an Officer’s Certificate Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the with. The Servicer shall have delivered notice to promptly advise the Rating Agency Agencies in writing of any such merger, consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation Person or entity convey, transfer or convey sell all or transfer substantially all of its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other Servicer is the surviving entity thereof or, if the Servicer is not the surviving entity thereof, the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale all or substantially all of the properties and assets of the Servicer substantially as an entirety shall shall, in any such case, be a corporation or entity organized and existing under the laws of the United States of America or any State thereof or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code 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 the Transferor Administrative Agent and in form and substance satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (and under the other Transaction Documents to which the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); a party; and (ii) the Servicer shall have delivered to the Trustee and the Transferor Administrative Agent an Officer’s 's Certificate and an Opinion of Counsel for the Servicer to the effect each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale and such supplemental agreement comply with this Section 8.02 SECTION 8.03(a), that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity, and that all conditions precedent herein provided for relating in this SECTION 8.03(a) that relate to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicerwith; and (iiib) the Rating Agency Condition shall have been satisfied in connection with such merger, consolidation or succession; IT BEING ACKNOWLEDGED AND AGREED, that the foregoing restrictions shall not apply to any merger of any subsidiary of the Servicer which was existing and was wholly-owned by the Servicer as of the Closing Date with and into the Servicer, which mergers shall be permitted hereunder without notice or consent so long as the Servicer shall have delivered notice to be the Rating Agency of such consolidation, merger, conveyance or transfersurviving entity thereof.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, a corporation 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, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Servicer hereunder; (ii) the Servicer has delivered to the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other entity similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; and the corporation formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Eligible Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (a) The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) if the Servicer is not the surviving entity, the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form and substance satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) if the Servicer shall have is not the surviving entity, such Person certifies in writing to the Trustee it is an Eligible Servicer and that all of the representations and warranties set forth in Section 3.03 are true and correct in all respects with respect to such Person, in each case as of the date of consolidation, merger or transfer, as the case may be; (iii) the Servicer has delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect stating that such consolidation, merger, conveyance or transfer and such supplemental agreement agreement, if any, comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel Counsel, in form and substance satisfactory to the Trustee, that such supplemental agreement agreement, if any, is the legal, valid valid, binding and binding with respect to enforceable obligation of the Servicerparties thereto; and (iiiiv) the Servicer Trustee shall have delivered notice to been advised in writing by the Rating Agency for each outstanding Series of Certificates that the rating of the related Class(es) of Investor Certificates will not be lowered or withdrawn as a result of such consolidationtransaction. (b) The obligations and duties of the Servicer hereunder shall not be assignable nor shall any Person succeed to the obligations of the Servicer hereunder except in accordance with the provisions of subsection 8.02(a), merger, conveyance Section 8.07 or transferas a result of the appointment of a Successor Servicer pursuant to Section 10.02.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The (a) Each Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) if such Servicer is not the surviving entity, the corporation or other entity formed by such consolidation or into which the such Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the such Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee and the Transferor in form and substance satisfactory to the Trustee and the TransferorIndenture Trustee, the performance of every covenant and obligation of the such Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such and any covenant or obligation, or benefit from if any, of such right, as would apply, to Servicer under the extent practicable, to such successor entityIndenture (including any Series Supplement); (ii) if such Servicer is not the surviving entity, such Person certifies in writing to the Indenture Trustee that it is an Eligible Servicer shall have and that all of the representations and warranties set forth in Section 3.03 are true and correct in all respects with respect to such Person, in each case as of the date of consolidation, merger or transfer, as the case may be; (iii) such Servicer has delivered to the Indenture Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect stating that such consolidation, merger, conveyance or transfer and such supplemental agreement agreement, if any, comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel Counsel, in form and substance satisfactory to the Indenture Trustee, that such supplemental agreement agreement, if any, is the legal, valid valid, binding and binding enforceable obligation of the parties thereto; and (iv) the Indenture Trustee shall have been advised in writing by each Rating Agency for each outstanding Series of Notes that the rating of the related Class(es) of Notes will not be lowered or withdrawn as a result of such transaction; and (v) if the Servicer is not the surviving entity, the AIG Support Agreement remains in effect with respect to the Servicer; andsuccessor entity. (iiib) The obligations and duties of the Servicer hereunder shall have delivered notice not be assignable nor shall any Person succeed to the Rating Agency obligations of such consolidationthe Servicer hereunder except in accordance with the provisions of subsection 8.02(a), merger, conveyance Section 8.07 or transferas a result of the appointment of a Successor Servicer pursuant to Section 10.02.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation state or national banking or savings association or other entity organized and existing under which is not subject to the bankruptcy laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor each Purchaser Representative in form satisfactory to the Trustee and the Transferoreach Purchaser Representative, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor each Purchaser Representative an Officer’s Certificate of the Servicer to Servicer, upon which the effect Trustee may conclusively rely, that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel Counsel, upon which the Trustee may conclusively rely, that such supplemental agreement is legal, valid and binding with respect to the Servicer; and; (iii) the Servicer shall have delivered given at least 10 Business Days’ prior notice to the Rating Agency Agencies, the Trustee and each Purchaser Representative of such consolidation, merger, conveyance or transfer; (iv) the Rating Agency Condition shall have been satisfied with respect to such assignment and succession; and (v) if the Person described in clause (i) is not an Affiliate of the Servicer, the Trustee and each Purchaser Representative shall have consented in writing to such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) (A) the corporation Servicer is the surviving entity or other entity (B) if the Servicer is not the surviving entity, the Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code and, if the Servicer is not the surviving entity, of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or business entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (ia) the corporation or other business entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall be an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorOwner Trustee, the performance of every covenant and obligation of the Servicer Servicer, as applicable, hereunder (and shall benefit from all the rights granted to the Servicer, as applicable, hereunder. To the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (iib) the Servicer shall have has delivered to the Indenture Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 5.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is constitutes a legal, valid and binding obligation of the Servicer, enforceable against the Servicer in accordance with respect its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (c) if the surviving entity is subject to the Servicerbankruptcy laws of the United States, the Servicer shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not result in a downgrading or withdrawal of its then current rating of any outstanding Series of Notes and shall have delivered copies of each such notice to the Transferor and the Indenture Trustee; and (iiid) if the surviving entity is not subject to the bankruptcy laws of the United States, the Servicer shall have delivered notice to the each Rating Agency notice of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall keep in full force and effect its existence and rights as a corporation and shall obtain and preserve its qualification to do business in all jurisdictions in which such qualification is or shall be necessary to protect the validity and enforceability of this Servicing Agreement or any of the Loans, and to enable the Servicer to perform its duties under this Servicing Agreement. The Servicer shall not consolidate with or merge into any other corporation corporation, limited partnership, limited liability company or other entity or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged (in each case, if other than the Servicer) or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be a corporation an Eligible Servicer (after giving effect to such consolidation, merger or entity organized transfer) and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, (ii) if the Servicer is not the surviving entityPerson, such surviving Person shall expressly assume, by an a written agreement supplemental hereto, executed and delivered to the Trustee Co-Issuers, the Loan Trustees, the Paying Agent and the Transferor Indenture Trustee, in a form reasonably satisfactory to the Trustee Co-Issuers, the Loan Trustees, the Paying Agent and the TransferorIndenture Trustee, the performance of every covenant and obligation of the Servicer hereunder (and under each other Transaction Document to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, which it is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);a party; and (iib) the Servicer shall have or the surviving Person of such consolidation or merger or Person which acquires the properties and assets of the Servicer has delivered to the Trustee Co-Issuers, the Loan Trustees, the Paying Agent and the Transferor Indenture Trustee (A) an Officer’s Certificate of the Servicer to the effect or such entity, as applicable, stating that such consolidation, merger, conveyance conveyance, transfer or transfer and such supplemental agreement comply sale complies with this Section 8.02 4.02 (provided that the Opinion of Counsel need not include an opinion as to compliance with clause (a)(i) above), and that all conditions precedent herein provided for relating to (B) an Officer’s Certificate of the Servicer or such transaction have been complied with entity, as applicable, and an Opinion of Counsel each stating that such supplemental agreement described in clause (a) is legal, a valid and binding obligation of such surviving or transferee Person enforceable against such Person in accordance with respect its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or general principles of equity. Upon any such merger, consolidation or transfer of all or substantially all of the Servicer; and (iii) assets of the Servicer in accordance with this Section 4.02, the surviving or transferee Person shall have delivered notice be the successor to and substituted for the Rating Agency of such consolidation, merger, conveyance or transferServicer for all purposes under this Servicing Agreement.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, Person unless: (a) (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and such corporation shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall have expressly assumeassumed, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor Trustee, in form reasonably satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); ; (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate and an Opinion of the Servicer Counsel each in form reasonably satisfactory to the effect Trustee and stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply complies with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with with; and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer(iii) each Rating Agency Condition shall have been satisfied; and (iiib) if the Servicer shall have delivered notice to the Rating Agency of is W-P Steel, all conditions for such consolidation, merger, merger or consolidation or conveyance or transfer, as the case may be, contained in the Receivables Purchase Agreement shall be satisfied; and (c) the corporation formed by such consolidation or into which the Servicer is merged or which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall have all licenses and approvals of Governmental Authorities required to service the Receivables, except to the extent the failure to have any such license would not have a material adverse effect on its ability to perform the obligations of Servicer hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not merge or consolidate with or merge into any other corporation Person, convey, transfer or entity lease all or convey or transfer substantially all its properties and assets substantially as an entirety to any another Person, unless: 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 (i) the corporation or other entity formed by such consolidation or into which the Servicer is may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Person Servicer shall be a party, (iii) which acquires by conveyance conveyance, transfer, or transfer lease substantially all of the properties and assets of the Servicer substantially as an entirety shall be a corporation Servicer, or entity organized and existing under (iv) succeeding to the laws business of the United States of America or Servicer, in any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, foregoing cases shall expressly assume, by execute an agreement supplemental hereto, executed and delivered of assumption to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of perform every covenant and 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 extent that Servicer under this Agreement without the execution or filing of any right, covenant paper or obligation any further act on the part of any of the Servicerparties 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 applicable hereunder, is inapplicable a condition to the successor entityconsummation 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 successor entity 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 subject to such covenant or obligationcontinuing, or benefit from such right, as would apply, to the extent practicable, to such successor entity); and (iiy) the Servicer shall have delivered to the Trustee and the Transferor Administrative Agent an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel each stating that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, mergermerger or succession and such agreement of assumption comply with this Section 12.2. The parties to this Agreement acknowledge that this Section 12.2 shall only apply to the Servicer so long as CAR, conveyance CAR Servicing or transferan Affiliate of CAR is the Servicer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, state or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code of America and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is the legal, valid and binding obligation of the surviving entity, enforceable against such surviving entity in accordance with respect its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to the Servicertime in effect or general principles of equity; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation corporation, limited partnership, limited liability company or other entity or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or other entity organized and existing licensed under the laws of England and Wales and having a net worth of at least $50,000,000 at the United States end of America or any State or the District of Columbiaits most recent fiscal quarter, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, such corporation or other entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the Transferor Transferor, in form satisfactory to the Owner Trustee, the Indenture Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Transferor an Officer’s Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer and such supplemental agreement sale comply with this Section 8.02 6.02, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws or general principles of equity, and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicerwith; and (iii) the Servicer shall have delivered notice to given the Rating Agency Agencies notice of such consolidation, merger, conveyance merger or transfer.transfer of assets; and

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Subject to subsection 3.1(a), the Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be (x) a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be Columbia or (y) a savings association, state or national banking association, bank or other entity which association that is not eligible to be a debtor in a case under Title 11 of the United States Code Bankruptcy Code, as amended from time to time, or to any successor statute, and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the ServicerServicer and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State or the District of Columbia; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) (A) the Servicer is the surviving entity or (B) if the Servicer is not the surviving entity, the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and shall be a savings association, state banking corporation or national banking association, bank association or other entity which is not eligible subject to be a debtor in a case under Title 11 the bankruptcy laws of the United States Code and, if the Servicer is not the surviving entity, of America and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (I) The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code Columbia and, if the Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, hereto executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer hereunder (to under the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity);Servicer Transaction Documents; and (ii) the Servicer shall have has delivered to the Trustee and the Transferor Receivables Trust (if requested by such Person) an Officer’s Certificate Opinion of the Servicer to the effect Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 paragraph (b) and that all conditions precedent herein provided for relating to such transaction have been complied with (and if an Opinion agreement supplemental hereto has been executed as contemplated by clause (i) above, such opinion of Counsel counsel shall state that such supplemental agreement is a legal, valid and binding standing obligation of the Servicer enforceable against the Servicer in accordance with respect 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 SST may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which SST shall be a party, or any corporation or other entity succeeding to the Servicer; and (iii) business of SST must be the Servicer shall have delivered notice successor 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 effect such succession, anything herein to the Rating Agency contrary notwithstanding, and SST will not merge, convert or consolidate if the resulting entity would not be the successor of such consolidation, merger, conveyance or transferSST hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Nothing in this Agreement shall prevent any consolidation or merger of the Servicer shall not consolidate with or merge into any other entity, or any consolidation or merger of any other corporation with or entity into the Servicer, or convey any sale or transfer its properties and assets of all or substantially as an entirety to any Person, unless: (i) all of the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties property and assets of the Servicer substantially to any other entity lawfully entitled to acquire the same; provided, however, that, so long as an entirety Notes are outstanding under the Indenture, the Servicer covenants and agrees that any such consolidation, merger, sale or transfer shall be a corporation or entity organized upon the condition that the due and existing under punctual performance and observance of all the laws terms, covenants and conditions of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible this Agreement to be a debtor in a case under Title 11 of the United States Code and, if kept or performed by the Servicer is not the surviving entity, shall expressly assumeshall, by an agreement supplemental hereto, executed and delivered to the Trustee Depositor and the Transferor in form satisfactory to Issuing Entity, be assumed by the Trustee and entity (if other than the TransferorServicer) formed by or resulting from any such consolidation or merger, or which shall have received the performance transfer of every covenant and obligation all or substantially all of the Servicer hereunder (to the extent that any right, covenant or obligation property and assets of the Servicer, just as applicable hereunder, is inapplicable to the successor entity, fully and effectually as if such successor entity had been the original party hereto; and, in the event of any such sale or transfer, the predecessor Servicer may be dissolved, wound up and liquidated at any time thereafter. The Servicer shall be subject to such covenant or obligation, or benefit from such right, as would apply, also deliver to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Indenture Trustee and the Transferor an Officer’s Certificate and an Opinion of the Servicer to the effect Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, a valid and binding obligation of such surviving entity, enforceable against such entity in accordance with respect to the Servicer; and (iii) the its terms. The Servicer shall have delivered deliver notice to the Rating Agency of any such consolidation, merger, conveyance sale or transfertransfer to each Rating Agency.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or business entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other business entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall be an Eligible Servicer and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the TransferorTrustee, the performance of every covenant and obligation of the Servicer Servicer, as applicable, hereunder (and shall benefit from all the rights granted to the Servicer, as applicable, hereunder. To the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, Servicer is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have has delivered to the Trustee and the Transferor (A) an Officer’s Certificate of the Servicer to the effect stating that such consolidation, merger, conveyance or transfer and transfer, and, if the Servicer is not the surviving entity, such supplemental agreement agreement, comply with this Section 8.02 8.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and (B) if the Servicer is not the surviving entity, an Opinion of Counsel stating that such supplemental agreement is constitutes a legal, valid and binding obligation of the surviving entity, enforceable against the surviving entity in accordance with respect its terms, subject to applicable bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (iii) if the surviving entity is subject to the Servicerbankruptcy laws of the United States, the Servicer shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not result in a downgrading or withdrawal of its then current rating of any outstanding Series of Investor Certificates and shall have delivered copies of each such notice to the Transferor and the Trustee; and (iiiiv) if the surviving entity is not subject to the bankruptcy laws of the United States, the Servicer shall have delivered notice to the each Rating Agency notice of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of or the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, Person unless: (a) (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation corporation, limited partnership or entity limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and such entity shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall have expressly assumeassumed, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor Purchaser, in form reasonably satisfactory to the Trustee and the TransferorPurchaser, the performance of every covenant and obligation of the Servicer hereunder (to and under the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); other Transaction Documents; (ii) if the Servicer is an Affiliated Entity, the surviving entity of such merger or conveyance or transfer of property and assets is a consolidated subsidiary of Imperial; and (iii) the Servicer shall have delivered to the Trustee Purchaser an officer’s certificate and the Transferor an Officer’s Certificate opinion of the Servicer counsel, each in form reasonably satisfactory to the effect Purchaser stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply complies with this Section 8.02 9.1 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicerwith; and (iiib) the corporation, limited partnership or limited liability company formed by such consolidation or into which the Servicer is merged or which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall have delivered notice all licenses and approvals of Governmental Authorities required to service the Receivables purchased pursuant to the Rating Agency Purchase Agreement, except to the extent the failure to have any such license does not have, and could not reasonably be expected to have, a material adverse effect on its ability to perform the obligations of such consolidation, merger, conveyance or transferthe Servicer hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, Person unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be be, if the Servicer is not the surviving entity, a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and such successor corporation shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall have expressly assumeassumed, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor Trustee, in form reasonably satisfactory to the Trustee and the TransferorEnhancement Providers holding 51% or more of the outstanding commitments to provider Enhancement to the Noteholders, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); ; and (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s 's Certificate and an Opinion of the Servicer to the effect Counsel stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply complies with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicerwith; and (iiib) if the Servicer shall have delivered notice to is the Rating Agency of Originator, all conditions for such consolidation, merger, merger or consolidation or conveyance or transfer, as the case may be, contained in the Loan Purchase Agreement shall be satisfied; and (c) the corporation formed by such consolidation or into which the Servicer is merged or which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall have all licenses and approvals of Governmental Authorities required to service the Issuer Loans, as evidenced by an officer's certificate of the Servicer, except to the extent the failure to have any such license would not have a material adverse effect on its ability to perform the obligations of the Servicer hereunder.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (a) (i) the corporation entity formed by such consolidation or other into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, an 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 entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor, in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder; (i) the Servicer has delivered to the Trustee and the Transferor an Officer's Certificate of the Servicer and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) if the surviving entity is a Non-Code Entity, the Servicer shall have delivered notice of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Servicer shall have received written notice from each Rating Agency that such assignment and succession will not have a Ratings Effect and shall have delivered copies of each such notice to the Transferor and the Trustee; and (c) the entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code and, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Transferor in form satisfactory to the Trustee and the Transferor, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Eligible Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee and the Transferor an Officer’s Certificate of the Servicer to the effect that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) the Servicer shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer.

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (a) The Servicer shall not consolidate with or merge into any other corporation or entity Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation or other entity Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be a corporation or entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall be a savings association, national banking association, bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code andentirety, if the Servicer is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee Issuer and the Transferor Indenture Trustee in form satisfactory to the Trustee and the TransferorIssuer, the performance of every covenant and obligation of the Servicer hereunder (to the extent that any right, covenant or obligation of the Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall nevertheless be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) the Servicer shall have delivered to the Trustee Issuer and the Transferor Indenture Trustee an Officer’s Certificate of the Servicer to the effect stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.02 5.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and an Opinion of Counsel to the effect that such supplemental agreement is legal, valid and binding with respect to the Servicer; and (iii) either (x) the Person formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall have delivered notice to be an Eligible Servicer or (y) upon the Rating Agency effectiveness of such consolidation, merger, conveyance or transfer, an Eligible Servicer shall have assumed the obligations of Servicer. The Servicer shall notify the Rating Agencies promptly after consummation of any transaction contemplated by this Section 5.2. (b) This Section 5.2 shall not be construed to prohibit or in any way limit Servicer’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity.