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

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or 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 a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Servicer, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and (y) the Transferor has delivered to the Trustee an Officer’s Certificate of the Transferor 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 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company be 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 either (1) a savings association, a national banking association, a bank or other business entity which is that may not eligible to be become a debtor in a case proceeding under Title 11 of the United States Code or (2) a special bankruptcy-remote special-purpose corporation or other special purpose entity whose entity, the powers and activities are or which shall be limited to substantially the same degree as provided in performance of Transferor’s obligations under this Agreement and under the governing documents of Funding, other Transaction Documents and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and thereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder and thereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer’s certificate described in subsection 7.02(a) (yii); (ii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate signed by the President, Treasurer or Chief Operating Officer of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section, Section 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 a the legal, valid and binding obligation of such the surviving entity 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 bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered notice to the TrusteeRating Agency and each Credit Enhancement Provider of such consolidation, merger, conveyance or transfer; and (iv) if any Series of Certificates are outstanding that were characterized as debt at the time of their issuance, the Transferor shall have delivered to the Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, Opinion dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation company or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or 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 a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents limited liability company agreement of Funding, and, and if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the TrusteeTrustee and the Servicer, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer’s certificate described in subsection 7.02(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.02 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor 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, shall have notified the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series or Class to the Servicer and the Trusteewhich it is a Rating Agency; and (iiiiv) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustee a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not dissolve, liquidate, 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) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the ServicerCollateral Agent, in form reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, the performance of every covenant and obligation of the Transferor hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder, including its obligations under Section 7.04; and (y) the Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Collateral Agent (with a copy to each Note Rating Agency) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale 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 Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and extent that any right, covenant or obligation of the TrusteeTransferor, 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 (iii) the Transferor shall have delivered to given the Trustee, each Note Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date Agencies notice of such consolidation, merger, conveyance merger or transfer, with respect theretotransfer of assets. (b) The obligations Except as permitted by subsection 2.08(c), the obligations, rights or any part thereof of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 7.05transfers with, into or to other entities (1) which the Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the Collateral Agent in writing in form satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Nothing in this Agreement shall prevent any consolidation or merger of the Transferor shall not consolidate with or merge into any other corporation corporation, limited liability company or other business entity or convey any consolidation or merger of any other such entity with or into the Transferor, or any sale or transfer its properties and assets of all or substantially as an entirety to any Person unless: (i) (x) all of the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties property and assets of the Transferor substantially as an entirety shall beto any other such entity lawfully entitled to acquire the same; provided, however, that (i) if the Transferor is not the surviving entity, a corporation or such successor corporation, limited liability company or other business entity shall be organized and existing under the laws of the United States of America or any State state or the District of Columbia; or (ii) the Transferor shall have been advised by any Rating Agency that the rating of any Investor Certificates of any Class of any Series then outstanding would not be lowered below the Required Rating or withdrawn as a result of such transaction; and provided, further, that, so long as Certificates are outstanding hereunder, the Transferor covenants and agrees that any such consolidation, merger, sale or transfer shall be a savings associationupon the condition that the due and punctual performance and observance of all the terms, a national banking association, a bank or other entity which is not eligible covenants and conditions of this Agreement to be a debtor in a case under Title 11 of the United States Code kept or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if performed by the Transferor is not the surviving entity, such surviving entity shall expressly assumeshall, by an agreement supplemental hereto, executed and delivered to the Trustee and the Servicer, in form satisfactory to the Trustee, be assumed by the performance of every covenant and obligation of corporation (if other than the Transferor hereunder, including its obligations under Section 7.04; and (yTransferor) the Transferor has delivered to the Trustee an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that formed by or resulting from any such consolidation, consolidation or 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 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor which shall have received written notice from each Rating Agency that the transfer of all or substantially all of the property and assets of the Transferor, just as fully and effectually as if such consolidation, merger, conveyance successor business entity had been the original party of the first part hereto; and in the event of any such sale or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Trusteemay be dissolved, each Rating Agency wound up and liquidated at any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect theretotime thereafter. (b) The obligations of the Transferor hereunder shall not be assignable assignable, nor shall any Person succeed to the obligations of the Transferor hereunder hereunder, except in each case in accordance with the provisions of the foregoing paragraph subsection (a). (c) the Transferor shall notify the Rating Agencies on or before the date of any consolidation, merger or transfer of all or substantially all of its property and assets pursuant to subsection (a) of this Section 7.057.02.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not consolidate with or merge into any other corporation or entity or convey or transfer its properties and assets substantially (except pursuant to the transactions contemplated herein with respect to the Receivables) as an entirety to any Person Person, unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a 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 of America, or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the such Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of bankruptcy, liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer’s Certificate described in subsection 7.02(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.02 and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice with and an Opinion of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency Counsel that such consolidationsupplemental agreement is legal, merger, conveyance or transfer will not have a Ratings Effect valid and shall have delivered copies of each such written notice to the Servicer and the Trusteebinding; and (iii) the Transferor shall have delivered notice to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: : (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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 association, a national banking association, association or a bank state banking corporation or other depository entity whose deposits are insured by the FDIC 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 a special purpose corporation single purpose, bankruptcy remote entity that is organized under the laws of any state of the United States, in each case, which is wholly-owned (other than director qualifying shares) directly or other special purpose entity whose powers indirectly, by Profxxxx'x, Xxc. or its successors or assigns, and activities are limited to substantially meets the same degree as provided in the governing documents of Funding, and, Rating Agency Condition and if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor hereunderTransferor, including its obligations under Section 7.04; as applicable, hereunder and (y) shall benefit from all the Transferor has delivered rights granted to the Trustee an Officer’s Certificate Transferor, as applicable, hereunder. To the extent that any right, covenant or obligation of the Transferor and an Opinion of Counsel each stating that is inapplicable to the successor entity, 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 successor entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may shall 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 subject to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entitycovenant or obligation, the Transferor shall have delivered notice of or benefit from such consolidationright, mergeras would apply, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered extent practicable, to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05.successor entity;

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. Any Person (a) The Transferor 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) (x) the corporation or other entity formed by such consolidation or into which the Transferor is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Transferor shall be a party or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Transferor substantially as an entirety shall bea whole, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws which person in any of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Trustee and the Servicer, in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Transferor hereunderunder this Agreement, including its obligations under shall be the successor to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, as a condition to the consummation of any of the transactions referred to in clauses (a), (b) or (c) above, (i) immediately after giving effect to such transaction, (x) no representation or warranty made pursuant to Section 7.04; 7.1 would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (y) no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Transferor has shall have delivered to [the Trustee Note Insurer,] the Indenture Trustee, the Trust Collateral Agent and the Issuer an Officer’s 's Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement or assumption 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 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), Section 7.3 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to [the Note Insurer], the Indenture Trustee, the Trust Collateral Agent and the Issuer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest, [(iv) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have happened and be continuing,] (v) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions similar to those of the Transferor's certificate of incorporation in respect of the issuance of debt, independent directors and bankruptcy remoteness and (vi) the Transferor shall have received confirmation from each Rating Agency and any Series Enhancer entitled thereto pursuant that the then current rating of the Notes will not be downgraded as a result of such merger, consolidation or succession. A copy of such confirmation shall be provided to the relevant Supplement a Tax OpinionTrust Collateral Agent. Notwithstanding anything herein to the contrary, dated the date execution of such consolidationthe foregoing agreement of assumption and compliance with clause (i), merger(ii), conveyance (iii) or transfer(iv) above shall be conditions to the consummation of the transactions referred to in clause (a), with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05(c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other business entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, (x) a corporation or 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, a state or national banking association, a 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 a special purpose corporation or other special purpose entity whose powers to any successor statute, and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, bankruptcy, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer’s certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate of the Transferor and an Opinion signed by a Vice President (or any more senior officer) of Counsel each the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding 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, in the case of subsection 7.2(a)(i)(x) and subject to customary limitations and qualifications, such entity will not be substantively consolidated with the seller under the Purchase Agreement; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer to each and the Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received provided written notice from each Rating Agency confirmation that such consolidation, merger, conveyance or transfer will not have result in the Rating Agency reducing or withdrawing its rating on any then outstanding Series as to which it is a Ratings Effect and Rating Agency; (iv) in the case of subsection 7.2(a)(i)(x), the successor entity shall have delivered copies of each such written notice to the Servicer and the Trusteebe a special purpose bankruptcy remote entity; and (iiiv) if the Transferor is not the surviving entity, the surviving entity shall have delivered file new UCC financing statements with respect to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to interest of the relevant Supplement a Tax Opinion, dated Trustee in the date of such consolidation, merger, conveyance or transfer, with respect theretoReceivables. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not dissolve, liquidate, 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) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the ServicerCollateral Agent, in form reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, the performance of every covenant and obligation of the Transferor hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder, including its obligations under Section 7.04; and (y) the Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Collateral Agent (with a copy to each Note Rating Agency) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale 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 (x) applicable Debtor Relief Laws bankruptcy, reorganization, insolvency, moratorium or other laws and except as such enforceability may be limited legal principles affecting creditors’ rights generally from time to time in effect, (y) the rights of creditors of depository institutions the accounts of which are insured by the Federal Deposit Insurance Corporation and (z) general principles of equity (equitable principles, whether considered applied in a suit an action at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and extent that any right, covenant or obligation of the TrusteeTransferor, 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 (iii) the Transferor shall have delivered to given the Trustee, each Note Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date Agencies notice of such consolidation, merger, conveyance merger or transfer, with respect theretotransfer of assets. (b) The obligations Except as permitted by subsection 2.08(c), the obligations, rights or any part thereof of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 7.05transfers with, into or to other entities (1) which the Transferor and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the Collateral Agent in writing in form satisfactory to the Owner Trustee, the Indenture Trustee and the Collateral Agent, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation company or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or 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 a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents limited liability company agreement of Funding, and, and if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee Issuer and the ServicerIndenture Trustee, in form satisfactory to the Issuer and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder and under the Servicing Agreement or relating to transactions contemplated hereby or thereby and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 3.02 to a successor entity, Section 4.01 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer’s certificate described in subsection 3.02(a)(ii); (yii) the Transferor has shall have delivered to the Trustee Issuer an Officer’s Certificate of the Transferor 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 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), Section 3.02 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor Rating Agency Condition shall have delivered notice of be satisfied with respect to such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteetransfer; and (iiiiv) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Issuer an Issuer Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other business entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws of the United States of America or any State or the District of ColumbiaColumbia and such Person shall assume, and shall be a savings association, a national banking association, a bank without the execution or other entity which is not eligible to be a debtor in a case under Title 11 filing of any paper or any further act on the part of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental parties hereto, executed and delivered to the Trustee and the Servicer, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer's certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding 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, subject to customary limitations and qualifications, such entity will not be substantively consolidated with Green Tree or the Servicer; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice to the Rating Agency of such consolidation, merger, conveyance or transfer to each and the Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received provided written notice from each Rating Agency confirmation that such consolidation, merger, conveyance or transfer will not have result in the Rating Agency reducing or withdrawing its rating on any then outstanding Series as to which it is a Ratings Effect and Rating Agency; (iv) the successor entity shall have delivered copies of each such written notice to the Servicer and the Trusteebe a special purpose bankruptcy remote entity; and (iiiv) if the Transferor is not the surviving entity, the surviving entity shall have delivered file new UCC-1 financing statements with respect to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to interest of the relevant Supplement a Tax Opinion, dated Trust in the date of such consolidation, merger, conveyance or transfer, with respect theretoReceivables. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not dissolve, liquidate, consolidate with or merge into any other corporation corporation, limited liability company or other entity or convey convey, transfer or transfer sell (other than as provided in Article II) its properties and assets substantially as an entirety to any Person unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking associationbank, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents articles of Funding, organization of CALT SPE and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee and the ServicerIndenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and and (yii) the Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency, as applicable) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale 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 Debtor Relief Laws and except as such enforceability may be limited by or 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor Rating Agency Condition shall have delivered been satisfied with respect to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations Except as permitted by Section 2.08(c), the obligations, rights or any part thereof of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 7.05transfers to other entities (1) which the Investor Representative determines will not result in an Adverse Effect, (2) which meet the requirements of clause (iii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, Person (x) a corporation or 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, a state or national banking association, a 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 a special purpose corporation or other special purpose entity whose powers to any successor statute, and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under is inapplicable 100 106 to the successor Person, such successor Person shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor Person. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor Person, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor Person as shall be set forth in the officer's certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding 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, subject to customary limitations and qualifications, such Person should not be substantively consolidated with any Originator or the Servicer; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice to each Rating Agency of such consolidation, merger, conveyance or transfer to and each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received provided written notice from each Rating Agency confirmation that such consolidation, merger, conveyance or transfer will not have result in such Rating Agency reducing or withdrawing its rating on any then outstanding Class or Series as to which it is a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the TrusteeRating Agency; and (iiiiv) if the Transferor is not the surviving Person, the surviving Person shall have delivered file new UCC-1 financing statements with respect to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to interest of the relevant Supplement a Tax Opinion, dated Trust in the date of such consolidation, merger, conveyance or transfer, with respect theretoReceivables. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case ex- cept for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which that acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, shall satisfy the requirements set forth in subsection 2.5(k) and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerIssuer, in form reasonably satisfactory to the TrusteeIssuer, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under Section 7.04; and 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; (yii) the Transferor has shall have delivered to the Trustee Issuer an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this SectionSection 4.2, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance the Transferor has complied 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), obligations under this Section 4.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice with and an Opinion of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency Counsel that such consolidationsupplemental agreement is legal, merger, conveyance or transfer will not have a Ratings Effect valid and shall have delivered copies of each such written notice to the Servicer and the Trustee; andbinding; (iii) the Transferor shall have delivered to the Trustee, Indenture Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto; and (iv) the Rating Agency Condition is satisfied with respect to such consolidation, merger, conveyance or transfer. (b) This Section 4.2 shall not be construed to prohibit or in any way limit Transferor’s ability to effectuate any consolidation or merger pursuant to which Transferor would be the surviving entity. (c) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions, conveyances or transfers in accordance with the provisions of the foregoing paragraph or this Section 7.054.2.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerIndenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and ; (yii) the Transferor has delivered to the Indenture Trustee (A) an Officer’s 's Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this SectionSection and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect 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 bankruptcy, insolvency, reorganization, moratorium or other 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Trustee, Indenture Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto; (iv) in connection with any merger or consolidation, or any conveyance or transfer referred to above, the business entity into which Transferor shall merge or consolidate, or to which such conveyance or transfer is made, shall be (x) a business entity that may not become a debtor in any case, action or other proceeding under Title 11 of the United States Code or (y) a special-purpose corporation, the powers and activities of which shall be limited to the performance of Transferor's obligations under this Agreement and the other Transaction Documents; (v) if Transferor is not the surviving entity, the surviving entity shall file new UCC-1 financing statements with respect to the interest of Issuer in the Receivables and, if any; and (vi) the Rating Agency Condition has been satisfied with respect to such merger, conveyance or transfer. (b) This Section 4.04 shall not be construed to prohibit or in any way limit Transferor's ability to effectuate any consolidation or merger pursuant to which Transferor would be the surviving entity. (c) Transferor shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this Section 4.04. (d) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with (i) the provisions of the foregoing paragraph paragraphs, (ii) Section 4.05 of this Agreement or Section 7.0510 of the Trust Agreement or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Transferor delivers an Officer's Certificate to Indenture Trustee indicating that Transferor reasonably believes that such action will not adversely affect in any material respect the interests of any Noteholder, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Owner Trustee and Indenture Trustee in writing in form satisfactory to Owner Trustee and Indenture Trustee, the performance of every covenant and obligation of Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not dissolve, liquidate, consolidate with or merge into any other corporation corporation, limited liability company or other entity or convey convey, transfer or transfer sell (other than as provided in Article II) its properties and assets substantially as an entirety to any Person unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking associationbank, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents articles of Funding, incorporation of Xxxxxxxxx Funding and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee and the ServicerIndenture Trustee, in form reasonably satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and and (yii) the Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale 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 Debtor Relief Laws and except as such enforceability may be limited by or 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor Rating Agency Condition shall have delivered been satisfied with respect to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, ; and (iv) a Tax Opinion shall have been delivered to the Indenture Trustee with respect theretoto such consolidation, merger, conveyance or transfer. (b) The obligations Except as permitted by Section 2.07(c), the obligations, rights or any part thereof of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 7.05transfers to other entities (1) which the Transferor and the Servicer each determines will not result in an Adverse Effect, (2) which meet the requirements of clause (iii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee and the Indenture Trustee in writing in form satisfactory to the Owner Trustee and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other business entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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 association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable, hereunder and shall benefit from all the rights granted to the Transferor, as applicable, hereunder. To the extent that any right, covenant or obligation of the Transferor hereunderis inapplicable to the successor entity, including its obligations under Section 7.04; and 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; (yii) the Transferor has delivered to the Trustee (A) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and transfer, and, if the Transferor is not the surviving entity, such supplemental agreement agreement, comply with this SectionSection 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with and (B) if the Transferor is not the surviving entity, an Opinion of Counsel stating that such supplemental agreement is constitutes a legal, valid and binding obligation of such the surviving entity entity, enforceable against such the surviving entity in accordance with its terms, except as such enforceability may be limited by subject to applicable Debtor Relief Laws 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 suit proceeding at law or in equity), and that all conditions precedent herein provided for relating to such transaction have been complied with; (iiiii) if the surviving entity is a Non-Code Entity, subject to the Transferor shall have delivered notice bankruptcy laws of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code EntityUnited States, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have result in a Ratings Effect downgrading or withdrawal of its then current rating of any outstanding Series of Investor Certificates and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iiiiv) if the surviving entity is not subject to the bankruptcy laws of the United States, the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date notice of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph paragraph; provided, however, that the obligations of the Transferor hereunder may be assigned to any Person who assumes the performance of the covenants and obligations of the Servicer hereunder in accordance with Section 8.5(ii), or to any bankruptcy-remote, special-purpose Affiliate of any such Person, upon satisfaction of the following conditions: (A) such Person or such Affiliate, as applicable, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee, in form acceptable to the Trustee, the performance of every covenant and obligation of the Transferor hereunder; (B) the Rating Agency Condition shall have been satisfied with respect to such assignment; (C) the assigning Transferor shall have delivered to the Trustee an Officer’s Certificate stating that such assignment and such supplemental agreement comply with this Section 7.057.2(b) and that all conditions precedent herein provided for relating to such assignment have been complied with; and (D) the assigning Transferor shall have delivered or caused to be delivered to the Trustee (with a copy to each Rating Agency) an Opinion of Counsel that such supplemental agreement constitutes a legal, binding and valid obligation of such Person or such Affiliate, as applicable, enforceable against such Person or such Affiliate, as applicable, in accordance with 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).

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or 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 a savings association, a national banking association, a 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 or a special purpose corporation or of America or, subject to the Rating Agency Condition, any other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents type of Funding, and, if the Transferor is not the surviving entity, such surviving entity and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the Servicer, in form satisfactory to the Trustee, assume the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder, including its obligations under and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, 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. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer's certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice with and an Opinion of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency Counsel that such consolidationsupplemental agreement is legal, merger, conveyance or transfer will not have a Ratings Effect valid and shall have delivered copies of each such written notice to the Servicer and the Trusteebinding; and (iii) the Transferor shall have delivered notice to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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 association, a national banking association, association or a bank state banking corporation or other depository entity whose deposits are insured by the FDIC 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 a special purpose corporation single purpose, bankruptcy remote entity that is organized under the laws of any state of the United States, in each case, which is wholly-owned (other than director qualifying shares) directly or other special purpose entity whose powers indirectly, by Profxxxx'x, Inc. or its successors or assigns, and activities are limited to substantially meets the same degree as provided in the governing documents of Funding, and, Rating Agency Condition and if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor, as applicable, hereunder and shall benefit from all the rights granted to the Transferor, as applicable, hereunder. To the extent that any right, covenant or obligation of the Transferor hereunderis inapplicable to the successor entity, including its obligations under Section 7.04; and 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; (yii) no Pay Out Event shall occur as a result of any such consolidation, merger, conveyance or transfer; (iii) the Transferor has delivered to the Trustee an Officer’s 's Certificate signed by a Vice President or more senior officer of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; (iiiv) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered written notice of such consolidation, merger, conveyance or transfer to the Trustee, each Rating Agency orassigning a rating to any class of Investor Certificates of any then outstanding Series, each Person, if any, specified in the surviving entity Supplement with respect to each class of Investor Certificates of any then outstanding Series which is not assigned a Non-Code Entity, rating by any Rating Agency and each Enhancement Provider; and (v) the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have result in a Ratings Effect downgrading or withdrawal of its then current rating of any outstanding Series of Investor Certificates and shall have delivered copies of each such written notice to the Servicer Servicer, the Trustee and each Person, if any specified in the Trustee; and (iii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect theretoto each class of Investor Certificates of any then outstanding Series which is not assigned a rating by any Rating Agency. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (xA) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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 association, a national banking association, a 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 or a special purpose corporation or other special purpose entity whose powers of America and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer’s Certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice with and an Opinion of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency Counsel that such consolidationsupplemental agreement is legal, merger, conveyance or transfer will not have a Ratings Effect valid and shall have delivered copies of each such written notice to the Servicer and the Trusteebinding; and (iii) the Transferor shall have delivered notice to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder (i) except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05(ii) unless the assignee with respect to such obligations shall 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 national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America 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 obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assignee.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. Any Person (a) The Transferor 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) (x) the corporation or other entity formed by such consolidation or into which the Transferor is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Transferor shall be a party or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Transferor substantially as an entirety shall bea whole, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws which Person in any of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Trustee and the Servicer, in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Transferor hereunderunder this Agreement, including its obligations under Section 7.04shall be the successor to the Transferor hereunder without the execution or filing of any other document or any further act by any of the parties to this Agreement; and provided, however, that (yi) the Transferor has shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate of the Transferor and an Opinion opinion of Counsel counsel each stating that such consolidation, merger, conveyance merger or transfer succession and such supplemental agreement of assumption 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 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), Section 13 and that all conditions precedent herein provided for in this Agreement relating to such transaction have been complied with; , (ii) if written confirmation of satisfaction of the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice Condition from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have been delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the TrusteeOwner Trustee and the Indenture Trustee an opinion of counsel either (A) stating that, each Rating Agency in the opinion of such counsel, all actions necessary to perfect the interests of the Issuer have been taken, including that all financing statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer in the Collateral Certificate and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Following the effectiveness of the succession provided for in this Section 13, the predecessor Transferor shall be released from any Series Enhancer entitled thereto pursuant obligations and liabilities provided for under the Related Agreements other than any obligations or liabilities incurred by such predecessor Transferor prior to the relevant Supplement a Tax Opinion, dated the date effectiveness of such consolidation, merger, conveyance or transfer, with respect theretosuccession. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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) (x) the corporation or other business entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving business entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form reasonably satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.047.4; and (y) the Transferor has delivered to the Trustee an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this SectionSection 7.2, 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 bankruptcy, insolvency, reorganization, moratorium or other 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor Rating Agency Condition shall have delivered notice of been satisfied with respect to such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; andtransfer; (iii) the Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto; (iv) in connection with any merger or consolidation, the business entity into which the Transferor shall merge or consolidate shall be (x) a business entity that is not subject to Title 11 of the United States Code or (y) a special-purpose corporation, the powers and activities of which shall be limited to the performance of the Transferor’s obligations under this Agreement, any Supplement and the Receivables Purchase Agreement; and (v) if the Transferor is not the surviving entity, the surviving entity shall file new UCC-1 financing statements with respect to the interest of the Trust in the Receivables. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with (i) the provisions of the foregoing paragraph, (ii) Sections 2.12 or 6.3(d), or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which the Transferor delivers an Officer’s Certificate to the Trustee indicating that the Transferor reasonably believes that such action will not adversely affect in any material respect the interests of any Investor Certificateholder, (2) which meet the requirements of clause (ii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Trustee in writing in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed. (c) This Section 7.057.2 shall not be construed to prohibit or in any way limit the Transferor’s ability to effectuate any consolidation or merger pursuant to which the Transferor would be the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not dissolve, liquidate, 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: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or shall be a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing organizational documents of FundingPACCT, LLC and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Owner Trustee, the Indenture Trustee and the Servicer, in form reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Servicer, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and (y) the Transferor or the surviving entity, as the case may be, has delivered to the Owner Trustee, the Indenture Trustee and the Servicer (with a copy to each Rating Agency) an Officer’s Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale 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 Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect or 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor Rating Agency Condition shall have delivered notice of been satisfied with respect to such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteetransfer; and (iii) the Transferor shall have delivered to the Owner Trustee, the Indenture Trustee, the Note Administrator and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations Except as permitted by subsection 2.06(c), the obligations, rights or any part thereof of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case (i) for conveyances, mergers, consolidations, assumptions, sales or transfers in accordance with the provisions of the foregoing paragraph and (ii) for conveyances, mergers, consolidations, assumptions, sales or Section 7.05transfers to other entities (1) which the Transferor, the O/C Holder and the Servicer determine will not result in an Adverse Effect, (2) which meet the requirements of clauses (ii) and (iii) of the preceding paragraph and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to the Owner Trustee, the O/C Holder, the Servicer, the Note Administrator and the Indenture Trustee in writing in form satisfactory to the Owner Trustee, the O/C Holder, the Servicer, the Note Administrator and the Indenture Trustee, the performance of every covenant and obligation of the Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation company or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or 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 a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents limited liability company agreement of Funding, and, and if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the TrusteeTrustee and the Servicer, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer's certificate described in subsection 7.02(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.02 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor 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, shall have notified the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series or Class to the Servicer and the Trusteewhich it is a Rating Agency; and (iiiiv) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustee a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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) (x) the corporation or other entity Person formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerIndenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the performance of every covenant and obligation of the Transferor hereunder, including its obligations under Section 7.04; and ; (yii) the Transferor has delivered to the Indenture Trustee (A) an Officer’s 's Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this SectionSection and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect 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 bankruptcy, insolvency, reorganization, moratorium or other 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Trustee, Indenture Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto; (iv) in connection with any merger or consolidation, or any conveyance or transfer referred to above, the business entity into which Transferor shall merge or consolidate, or to which such conveyance or transfer is made, shall be (x) a business entity that may not become a debtor in any case, action or other proceeding under Title 11 of the United States Code or (y) a special-purpose corporation, the powers and activities of which shall be limited to the performance of Transferor's obligations under this Agreement and the other Transaction Documents; 36 TRANSFER AND SERVICING AGREEMENT (v) if Transferor is not the surviving entity, the surviving entity shall file new UCC-1 financing statements with respect to the interest of Issuer in the Receivables and, if any; and (vi) the Rating Agency Condition has been satisfied with respect to such merger, conveyance or transfer. (b) This Section 4.04 shall not be construed to prohibit or in any way limit Transferor's ability to effectuate any consolidation or merger pursuant to which Transferor would be the surviving entity. (c) Transferor shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this Section 4.04. (d) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with (i) the provisions of the foregoing paragraph paragraphs, (ii) Section 4.05 of this Agreement or Section 7.0510 of the Trust Agreement or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Transferor delivers an Officer's Certificate to Indenture Trustee indicating that Transferor reasonably believes that such action will not adversely affect in any material respect the interests of any Noteholder, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Owner Trustee and Indenture Trustee in writing in form satisfactory to Owner Trustee and Indenture Trustee, the performance of every covenant and obligation of Transferor thereby conveyed.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (xA) the Transferor is the surviving entity or (B) if the Transferor is not the surviving entity, the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company be 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, a national banking association, a 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 or a special purpose corporation or other special purpose entity whose powers of America and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer’s Certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice with and an Opinion of such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency Counsel that such consolidationsupplemental agreement is legal, merger, conveyance or transfer will not have a Ratings Effect valid and shall have delivered copies of each such written notice binding with respect to the Servicer and the TrusteeTransferor; and (iii) the Transferor shall have delivered notice to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder (i) except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05(ii) unless the assignee with respect to such obligations shall be 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 national banking association, state banking corporation or other entity which is not subject to the bankruptcy laws of the United States of America 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 obligation of the Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, is inapplicable to the assignee, such assignee shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such assignee.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company 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, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.2 to a successor entity, Section 9.2 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer's certificate described in subsection 7.2(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and an Opinion of Counsel that such supplemental agreement is legal, valid and binding 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, subject to customary limitations and qualifications, such entity will not be substantively consolidated with any Originator or the Servicer; (iiiii) if the surviving entity is a Non-Code Entity, the Transferor shall have delivered notice to the Rating Agencies of such consolidation, merger, conveyance or transfer to each and the Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received provided written notice from each Rating Agency confirmation that such consolidation, merger, conveyance or transfer will not have result in the Rating Agency reducing or withdrawing its rating on any then outstanding Series as to which it is a Ratings Effect and Rating Agency; (iv) the successor entity shall have delivered copies of each such written notice to the Servicer and the Trusteebe a special purpose bankruptcy remote entity; and (iiiv) if the Transferor is not the surviving entity, the Transferor shall have delivered file new UCC-1 financing statements with respect to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to interest of the relevant Supplement a Tax Opinion, dated Trust in the date of such consolidation, merger, conveyance or transfer, with respect theretoReceivables. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05para graph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor shall not consolidate with or merge into any other corporation or entity into, or convey or transfer its properties and assets substantially as an entirety to to, any Person other Person, unless: (i) (x) the corporation or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbiastate, and shall be either (1) a savings association, a national banking association, a bank or other business entity which is that may not eligible to be become a debtor in a case proceeding under Title 11 of the United States Code or (2) a special bankruptcy-remote special-purpose corporation or other special purpose entity whose entity, the powers and activities are of which shall be limited to substantially the same degree as provided in performance of Transferor's obligations under this Agreement and under the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity other Transaction Documents and shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and thereunder, and shall benefit from all the rights granted to the Transferor, as applicable hereunder and thereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the Officer's Certificate described in subsection 7.02(a); (yii) the Transferor has shall have delivered to the Trustee an Officer’s 's Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.02 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; and (iiiii) if the surviving entity is a Non-Code Entity, the Transferor Servicer shall have delivered notice to the Rating Agencies of such consolidation, merger, conveyance or transfer to each and the Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor Condition shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect theretobeen met. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The Transferor 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 Person, unless: (i) (x) the corporation company or other entity formed by such consolidation or into which the Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the Transferor substantially as an entirety shall be, if the Transferor is not the surviving entity, a corporation or 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 a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents limited liability company agreement of Funding, and, and if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the TrusteeTrustee and the Servicer, the performance of every covenant and obligation of the Transferor Transferor, as applicable hereunder and shall benefit from all the rights granted to the Transferor, as applicable hereunder. To the extent that any right, covenant or obligation of the Transferor, as applicable hereunder, including its obligations under 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. In furtherance hereof, in applying this Section 7.04; and 7.02 to a successor entity, Section 9.02 hereof shall be applied by reference to events of involuntary liquidation, receivership or conservatorship applicable to such successor entity as shall be set forth in the officer’s certificate described in subsection 7.02(a)(ii); (yii) the Transferor has shall have delivered to the Trustee an Officer’s Certificate signed by a Vice President (or any more senior officer) of the Transferor 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 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), Section 7.02 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;‌ (iiiii) if the surviving entity is a Non-Code Entity, the Transferor 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, shall have notified the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have result in a Ratings Effect and shall have delivered copies reduction or withdrawal of each such written notice the rating of any outstanding Series or Class to the Servicer and the Trusteewhich it is a Rating Agency; and (iiiiv) the Transferor shall have delivered to the Trustee, each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement Trustee a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case for mergers, consolidations, assumptions or transfers in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. Any Person (a) The Transferor 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) (x) the corporation or other entity formed by such consolidation or into which the Transferor is may be merged or consolidated, (b) which may result from any merger or consolidation to which the Person Transferor shall be a party or (c) which acquires by conveyance or transfer may succeed to the properties and assets of the Transferor substantially as an entirety shall bea whole, if the Transferor is not the surviving entity, a corporation or limited liability company organized and existing under the laws which person in any of the United States of America or any State or the District of Columbia, and shall be a savings association, a national banking association, a bank or other entity which is not eligible to be a debtor in a case under Title 11 of the United States Code or a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents of Funding, and, if the Transferor is not the surviving entity, such surviving entity shall expressly assume, by foregoing cases executes an agreement supplemental hereto, executed and delivered of assumption to the Trustee and the Servicer, in form satisfactory to the Trustee, the performance of perform every covenant and obligation of the Transferor hereunderunder this Agreement, including its obligations under shall be the successor to the Transferor hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, as a condition to the consummation of any of the transactions referred to in clauses (a), (b) or (c) above, (i) immediately after giving effect to such transaction, (x) no representation or warranty made pursuant to Section 7.04; 7.1 would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (y) no event that, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (ii) the Transferor has shall have delivered to the Trustee Note Insurer, the Indenture Trustee, the Trust Collateral Agent and the Issuer an Officer’s 's Certificate of the Transferor and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer succession and such supplemental agreement or assumption 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 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), Section 7.3 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with; (ii) if the surviving entity is a Non-Code Entity, the Transferor 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 Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trustee; and (iii) the Transferor shall have delivered to the Note Insurer, the Indenture Trustee, the Trust Collateral Agent and the Issuer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been filed that are necessary fully to preserve and protect the interest of the Issuer in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest, (iv) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have happened and be continuing, (v) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions similar to those of the Transferor's certificate of incorporation in respect of the issuance of debt, independent directors and bankruptcy remoteness and (vi) the Transferor shall have received confirmation from each Rating Agency and any Series Enhancer entitled thereto pursuant that the then current rating of the Notes will not be downgraded as a result of such merger, consolidation or succession. A copy of such confirmation shall be provided to the relevant Supplement a Tax OpinionTrust Collateral Agent. Notwithstanding anything herein to the contrary, dated the date execution of such consolidationthe foregoing agreement of assumption and compliance with clause (i), merger(ii), conveyance (iii) or transfer(iv) above shall be conditions to the consummation of the transactions referred to in clause (a), with respect thereto. (b) The obligations of the Transferor hereunder shall not be assignable nor shall any Person succeed to the obligations of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05(c) above.

Merger or Consolidation of, or Assumption of the Obligations of, the Transferor. (a) The No Transferor 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) (x) the corporation or other entity formed by such consolidation or into which the such Transferor is merged or the Person which acquires by conveyance or transfer the properties and assets of the such Transferor substantially as an entirety shall be, if the such Transferor is not the surviving entity, a corporation or 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 a savings and loan association, a national banking association, a bank or other entity which is not eligible subject to be a debtor in a case under Title 11 of the United States Code or is a special purpose corporation or other special purpose entity whose powers and activities are limited to substantially the same degree as provided in the governing documents Certificate of Funding, Incorporation of CC Credit Card Corporation and, if the such Transferor is not the surviving entity, such surviving entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Trustee and the ServicerTrustee, in form satisfactory to the Trustee, the performance of every covenant and obligation of the such Transferor hereunder, including its obligations under Section 7.04; and (y) such Transferor or the Transferor surviving entity as the case may be has delivered to the Trustee (with a copy to each Rating Agency) an Officer’s 's Certificate of the Transferor 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 or enforceability may be limited by applicable Debtor Relief Laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect or 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; (ii) if the surviving entity is a Non-Code Entity, the Transferor Rating Agency Condition shall have delivered notice of been satisfied with respect to such consolidation, merger, conveyance or transfer to each Rating Agency or, if the surviving entity is not a Non-Code Entity, the Transferor shall have received written notice from each Rating Agency that such consolidation, merger, conveyance or transfer will not have a Ratings Effect and shall have delivered copies of each such written notice to the Servicer and the Trusteetransfer; and (iii) if any Series of Investor Certificates are outstanding that were characterized as debt at the time of their issuance, the relevant Transferor shall have delivered to the Trustee, Trustee and each Rating Agency and any Series Enhancer entitled thereto pursuant to the relevant Supplement a Tax Opinion, dated the date of such consolidation, merger, conveyance or transfer, with respect thereto. (b) The obligations obligations, of the Transferor hereunder shall not be assignable nor shall any Person succeed to the such obligations or rights of the Transferor hereunder except in each case in accordance with the provisions of the foregoing paragraph or Section 7.05paragraph.