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 entity or convey or transfer 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 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 shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to 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 Trustee, in form satisfactory to the Trustee, the performance of every covenant and obligation 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 entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation or a banking association organized and existing under the laws of the United States of America or any State state or the District of ColumbiaColumbia or is a special purpose entity whose powers and activities are limited, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity Person shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form satisfactory to the Trust and the Indenture 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);

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation or 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 and loan association, a national banking association, a bank or other entity which is not subject to 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 Transferor, the Owner Trustee, the Indenture Trustee and the Collateral Agent, in form satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, 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);

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation or a national banking association organized and existing under the laws of the United States of America or any State state or the District of ColumbiaColumbia or is a special purpose entity whose powers and activities are limited, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to 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, the Indenture Trustee and the applicable Collateral Agent, in form satisfactory to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, 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);

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other 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 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, if the Servicer is not the surviving entity, an a corporation or other 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 and loan association, a national banking association, a bank or other entity which is not subject to 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, in form satisfactory to the Owner Trustee, the Indenture Trustee and the Transferor, the performance of every covenant and obligation 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 entity corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (a) (i) the entity 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, an entity a corporation 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 and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity 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;

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation or a national banking association organized and existing under the laws of the United States of America or any State state or the District of ColumbiaColumbia or is a special purpose entity whose powers and activities are limited, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity Person shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form satisfactory to the Trust and the Indenture 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);

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity corporation or convey or transfer its properties and assets substantially as an entirety to any Personperson, unless: (a) (i) if the entity Servicer is not the surviving entity, the corporation formed by such consolidation or into which the Servicer is merged or the Person person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall beentirety, 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 shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to 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 Trustee, Receivables Trustee in a form satisfactory to the Receivables Trustee, the performance of every the obligations of the Servicer hereunder (to the extent that any right, covenant and or obligation of the Servicer hereunderis 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); (b) the Servicer (or the surviving entity if it is not the Servicer) shall have delivered to the Receivables Trustee: (i) an Officer's Certificate that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Clause

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. (a) The Servicer shall not consolidate with or merge into any other business entity or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (a) un- less: (i) the business entity formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance convey- ance 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 be 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 and loan association, a national banking association, a bank state banking corporation or other entity which is not subject to Title 11 the bankruptcy laws of the United States Code andof Ameri- ca, and if the Servicer is not the surviving entity, such entity shall be an Eligible Servicer and 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 obliga- tion of the Servicer hereunder. (To the extent that any right, covenant or obligation of the Servicer hereunder;is inapplicable to the successor enti- ty, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent prac- ticable, to such successor entity.); (ii) the Servicer has delivered to the Trustee an Officer's Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 8.2 and that all conditions precedent herein provided for relating to such

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation, trust company or chartered bank organized and existing under the laws of the United States of America Canada or any State province or the District of Columbiaterritory thereof or is a special purpose entity whose powers and activities are limited, and shall be a savings and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity Person shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form satisfactory to the Trust and the Indenture 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);

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation or 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 and loan association, a national banking association, a bank or other entity which is not subject to 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, the Indenture Trustee and the applicable Collateral Agent, in form satisfactory to the Owner Trustee, the Indenture Trustee and the applicable Collateral Agent, 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);

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity corporation or convey or transfer 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 that 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 a corporation organized and existing under the laws of the United States of America or any State state or the District of Columbia, and or shall be a national banking association, a state chartered bank, a savings and loan association, a national banking association, a federal savings bank or other entity which that is not subject eligible to be a debtor under Title 11 of the United States Code Code, and, if the Servicer is not the surviving entity, such entity 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;; and

Merger or Consolidation of, or Assumption of the Obligations of the Servicer. The Servicer shall not consolidate with or merge into any other entity Person or convey convey, transfer or transfer sell its properties and assets substantially as an entirety to any Person, unless: (a) (i) the 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, if the Servicer is not the surviving entity, an entity a corporation or 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 and loan association, a national banking association, a bank or other entity which is not subject to Title 11 of the United States Code and, if the Servicer is not the surviving entity, such entity Person shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trust and the Indenture Trustee, in form satisfactory to the Trust and the Indenture 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);