Common use of MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS Clause in Contracts

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the Transferor. (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business of the Guarantor or Xxxxx, as applicable, which Person shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has delivered to the Administrative Agent and each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer complies with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with, and an Opinion of Counsel to the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation of such successor Person enforceable against such successor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally 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).

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the TransferorOF THE SERVICER OR BACKUP SERVICER. (a) The Transferor AmeriCredit shall not merge or consolidate or merge with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person. (b) , or permit any other Person to become the successor to AmeriCredit's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Controlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an Eligible Servicer. Any Person corporation (i) into which the Guarantor or Xxxxx AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, AmeriCredit shall be a party, (iii) that which acquires by conveyance, transfer transfer, or lease substantially all of the assets of the Guarantor or Xxxxx, as applicableAmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the Guarantor or Xxxxx, as applicable, which Person foregoing cases shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, AmeriCredit under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Guarantor or Xxxxx, as applicable, AmeriCredit under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; PROVIDED, HOWEVER, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. The Guarantor or Xxxxx, as applicable, AmeriCredit shall provide notice of any merger, consolidation, succession, conveyance consolidation or transfer succession pursuant to this Section 3.10(b) to the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Insurer and each Funding Agent. (c) Rating Agency. Notwithstanding the foregoing, Xxxxx AmeriCredit shall not merge or consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety permit any other Person to any Personbecome a successor to AmeriCredit's business, unless: unless (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Eventevent that, Potential Amortization Eventafter notice or lapse of time, Termination Eventor both, Potential Termination Event, Servicer Default or Potential Servicer would become an Insurance Agreement Event of Default shall have occurred; and occurred and be continuing, (iiiy) Xxxxx has AmeriCredit shall have delivered to the Administrative Agent Owner Trustee, the Trust Collateral Agent, Trustee, Backup Servicer and each Funding Agent Collateral Agent, the Rating Agencies and the Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the effect that business of the Backup Servicer, in any of the foregoing cases shall execute an agreement referred of assumption to in Section 3.10(b)(iv) above is the legal, valid and binding perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor Person enforceable against such successor Person to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in accordance with its termsthis Agreement to the contrary notwithstanding; provided, except as such enforceability may however, that nothing contained herein shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally deemed to release the Backup Servicer 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)any obligation.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the Transferor. (a) The Transferor shall not consolidate or merge with any other Person. (b) OF SELLER --------- Any Person (ia) into which the Guarantor or Xxxxx Seller may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which the Guarantor Seller shall be a party or Xxxxx, (c) which may succeed to the properties and assets of the Seller substantially as applicablea whole, shall be a party, (iii) that acquires the successor to the Seller without the execution or filing of any document or any further act by conveyance, transfer or lease substantially all any of the assets parties to these Master Sale Terms; provided, however, that the Seller hereby covenants that it will not consummate any of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business foregoing transactions except upon satisfaction of the Guarantor or Xxxxxfollowing: (i) the surviving Person, as applicableif other than the Seller, which Person shall execute executes an agreement of assumption to perform every obligation of the Guarantor or XxxxxSeller under these Master Sale Terms, as applicable, under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 5 herein shall have been breached (for purposes hereofbreached, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has the surviving Person, if other than the Seller, shall have delivered to the Administrative Agent Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in these Master Sale Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (iv) if the Seller is not the surviving entity, such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser or the Noteholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Eligible Lender Trustee an Opinion of Counsel to either (A) stating that, in the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation opinion of such successor Person enforceable against 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 Purchaser and the Eligible Lender Trustee, respectively, in the Loans and reciting the details of such successor Person filings, or (B) stating that, in accordance with its termsthe opinion of such counsel, except as no such enforceability may action shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time necessary to time in effect preserve and except as protect such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantorof, Xxxxx or the Transferor. (a) The Transferor shall not consolidate or merge with any other Person. (b) Seller. Any Person (ia) into which the Guarantor or Xxxxx Seller may be merged or consolidated, ---------- (iib) resulting which may result from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, Seller shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Guarantor or Xxxxx, Seller substantially as applicable, or (iv) succeeding to the business of the Guarantor or Xxxxx, as applicablea whole, which Person shall execute in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, under this AgreementSeller hereunder, shall be the successor to the Guarantor or Xxxxx, as applicable, Seller under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx; provided, as applicablehowever, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: that (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or ----------------- warranty made pursuant to Article III shall have been breached and (for purposes hereofif the Seller is the Servicer) no Servicer Default, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Eventevent which, Potential Amortization Eventafter notice or lapse of time, Termination Eventor both, Potential Termination Event, Servicer Default or Potential would become a Servicer Default shall have occurred; and occurred and be continuing, (iiiii) Xxxxx has the Seller shall have delivered to the Administrative Agent Note Issuer and the Note Trustee an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Seller shall have delivered to the Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all filings to be made by the Seller, including filings with the CPUC pursuant to the effect PU Code, have been executed and filed that are necessary to fully preserve and protect the interest of the Note Issuer in the Transition Property 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 interests, and (iv) Moody's shall have received prior written notice of such transaction. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of any transaction referred to in Section 3.10(b)(ivclauses (a), (b) above is the legal, valid and binding obligation of such successor Person enforceable against such successor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally 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)c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx Servicer or the Transferor.Backup Servicer. ---------------------------------- (a) The Transferor AmeriCredit shall not merge or consolidate or merge with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person. (b) , or permit any other Person to become the successor to AmeriCredit's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Controlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an Eligible Servicer. Any Person corporation (i) into which the Guarantor or Xxxxx AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, AmeriCredit shall be a party, (iii) that which acquires by conveyance, transfer transfer, or lease substantially all of the assets of the Guarantor or Xxxxx, as applicableAmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the Guarantor or Xxxxx, as applicable, which Person foregoing cases shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, AmeriCredit under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Guarantor or Xxxxx, as applicable, AmeriCredit under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; provided, however, that nothing contained herein shall be -------- ------- deemed to release AmeriCredit from any obligation. The Guarantor or Xxxxx, as applicable, AmeriCredit shall provide notice of any merger, consolidation, succession, conveyance consolidation or transfer succession pursuant to this Section 3.10(b) to the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Insurer and each Funding Agent. (c) Rating Agency. Notwithstanding the foregoing, Xxxxx AmeriCredit shall not merge or consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety permit any other Person to any Personbecome a successor to AmeriCredit's business, unless: unless (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Eventevent that, Potential Amortization Eventafter notice or lapse of time, Termination Eventor both, Potential Termination Event, Servicer Default or Potential Servicer would become an Insurance Agreement Event of Default shall have occurred; and occurred and be continuing, (iiiy) Xxxxx has AmeriCredit shall have delivered to the Administrative Agent Owner Trustee, the Trust Collateral Agent, Trustee, Backup Servicer and each Funding Agent Collateral Agent, the Rating Agencies and the Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the effect that business of the Backup Servicer, in any of the foregoing cases shall execute an agreement referred of assumption to in Section 3.10(b)(iv) above is the legal, valid and binding perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor Person enforceable against such successor Person to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in accordance with its termsthis Agreement to the contrary notwithstanding; provided, except as such enforceability may however, that nothing contained herein shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally deemed to release the Backup Servicer 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)any obligation.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantorof, Xxxxx or the Transferor. (a) The Transferor shall not consolidate or merge with any other Person. (b) Seller. Any Person (ia) into which the Guarantor or Xxxxx Seller may be merged or consolidated, ---------- (iib) resulting which may result from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, Seller shall be a party, party or (iiic) that acquires by conveyance, transfer or lease substantially all of which may succeed to the properties and assets of the Guarantor or Xxxxx, Seller substantially as applicable, or (iv) succeeding to the business of the Guarantor or Xxxxx, as applicablea whole, which Person shall execute in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, Seller under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement Seller hereunder without the execution or filing of any paper document or any further act on the part of by any of the parties to this Agreement. The Guarantor or Xxxxx; provided, as applicablehowever, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: that (i) the Person formed by such consolidation or into which Xxxxx is merged or Seller shall have received the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws written consent of the United States of America or Insurer prior to entering into any State or the District of Columbia andsuch transaction, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 3.1 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Servicer Termination Event, Potential and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event, Servicer Default or Potential Servicer Default Event shall have occurred; and happened and be continuing, (iii) Xxxxx has the Seller shall have delivered to the Administrative Agent Owner Trustee, the Trust Collateral Agent, the Trustee and the Insurer an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (v) the Seller shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Backup Servicer, the Collateral Agent, the Trustee and the Insurer an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trust Collateral Agent, the Owner Trustee and the Trustee, respectively, in the Receivables and reciting the details of such filings or (B) no such action shall be necessary to preserve and protect such interest. Notwithstanding anything herein to the effect that contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv) and (v) above shall be conditions to the consummation of the transactions referred to in Section 3.10(b)(ivclauses (a), (b) above is the legal, valid and binding obligation of such successor Person enforceable against such successor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally 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)c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the TransferorOF THE SERVICER OR BACKUP SERVICER. (a) The Transferor AmeriCredit shall not merge or consolidate or merge with any other person, convey, transfer or lease substantially all its assets as an entirety to another Person. (b) , or permit any other Person to become the successor to AmeriCredit's business unless, after the merger, consolidation, conveyance, transfer, lease or succession, the successor or surviving entity shall be capable of fulfilling the duties of AmeriCredit contained in this Agreement and shall be acceptable to the Controlling Party, and, if an Insurer Default shall have occurred and be continuing, shall be an Eligible Servicer. Any Person corporation (i) into which the Guarantor or Xxxxx AmeriCredit may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, AmeriCredit shall be a party, (iii) that which acquires by conveyance, transfer transfer, or lease substantially all of the assets of the Guarantor or Xxxxx, as applicableAmeriCredit, or (iv) succeeding to the business of AmeriCredit, in any of the Guarantor or Xxxxx, as applicable, which Person foregoing cases shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, AmeriCredit under this AgreementAgreement and, whether or not such assumption agreement is executed, shall be the successor to the Guarantor or Xxxxx, as applicable, AmeriCredit under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding; PROVIDED, HOWEVER, that nothing contained herein shall be deemed to release AmeriCredit from any obligation. The Guarantor or Xxxxx, as applicable, AmeriCredit shall provide notice of any merger, consolidation, succession, conveyance consolidation or transfer succession pursuant to this Section 3.10(b) to the Owner Trustee, the Trust Collateral Agent, the Noteholders, the Insurer and each Funding Agent. (c) Rating Agency. Notwithstanding the foregoing, Xxxxx AmeriCredit shall not merge or consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety permit any other Person to any Personbecome a successor to AmeriCredit's business, unless: unless (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (iix) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 4.6 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Eventevent that, Potential Amortization Eventafter notice or lapse of time, Termination Eventor both, Potential Termination Event, Servicer Default or Potential Servicer would become an Insurance Agreement Event of Default shall have occurred; and occurred and be continuing, (iiiy) Xxxxx has AmeriCredit shall have delivered to the Administrative Agent Owner Trustee, the Trust Collateral Agent, Trustee, Backup Servicer and each Funding Agent Collateral Agent, the Rating Agencies and the Insurer an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and (z) AmeriCredit shall have delivered to the Owner Trustee, the Trust Collateral Agent, the Rating Agencies and the Insurer an Opinion of Counsel Counsel, stating in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust in the Receivables and the Other Conveyed Property and reciting the details of the filings or (B) no such action shall be necessary to preserve and protect such interest. (b) Any corporation (i) into which the Backup Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer or lease substantially all of the assets of the Backup Servicer, or (iv) succeeding to the effect that business of the Backup Servicer, in any of the foregoing cases shall execute an agreement referred of assumption to in Section 3.10(b)(iv) above is the legal, valid and binding perform every obligation of the Backup Servicer under this Agreement and, whether or not such assumption agreement is executed, shall be the successor Person enforceable against such successor Person to the Backup Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, anything in accordance with its termsthis Agreement to the contrary notwithstanding; provided, except as such enforceability may however, that nothing contained herein shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally deemed to release the Backup Servicer 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)any obligation.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of of, the Guarantor, Xxxxx Servicer or the Transferor. (a) The Transferor shall not consolidate or merge with any other Person. (b) Seller. ---------------------------------------------- Any Person (i) corporation into which the Guarantor Servicer or Xxxxx Seller may be merged or consolidated, (ii) or any corporation resulting from any merger merger, conversion or consolidation to which the Guarantor Servicer or Xxxxx, as applicable, Seller shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Guarantor or Xxxxx, as applicable, or (iv) any corporation succeeding to the business of the Guarantor Servicer or XxxxxSeller, as applicableor any corporation, more than 50% of the voting stock of which is, directly or indirectly, owned by the Indirect Parent, which Person shall execute executes an agreement of assumption to perform every obligation of the Guarantor Servicer or Xxxxx, as applicable, under this AgreementSeller hereunder, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor Servicer or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assumeSeller hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Notwithstanding anything to the contrary contained in this Section 7.02 or in Section 7.04, the Servicer may assign its rights and delegate its duties and obligations under this Agreement; provided that (i) the purchaser or transferee accepting such assignment or delegation shall be a Person reasonably satisfactory to the Trustee and which shall be qualified to service mortgage loans for the Federal National Mortgage Association, and shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of every each covenant and obligation condition to be performed or observed by the Servicer under this Agreement from and after the date of Xxxxx or the Transferor, as applicable, hereunder; such agreement; and (ii) each Rating Agency's rating of the Investor Certificates in effect immediately after giving effect prior to such transactionassignment, no representation sale or warranty made pursuant transfer will not be qualified, downgraded or withdrawn as a result of such assignment, sale or transfer, as evidenced by a letter to Article III such effect from each Rating Agency. In the case of any such assignment and delegation, the Servicer shall have been breached (remain liable for purposes hereof, such representations all liabilities and warranties shall speak obligations incurred by it as Servicer hereunder prior to the satisfaction of the date conditions to such assignment and delegation set forth in clauses (i) and (ii) of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has delivered to the Administrative Agent and each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer complies with this Section 3.10 and that all conditions precedent herein provided for relating to such transaction have been complied with, and an Opinion of Counsel to the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation of such successor Person enforceable against such successor Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally 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)preceding sentence.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the Transferor. OF --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx Xxxxxx Mae may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the Guarantor or Xxxxx, properties and assets of Xxxxxx Mae substantially as applicablea whole, shall be a party, (iii) that acquires the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by conveyance, transfer or lease substantially all any of the assets parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business foregoing transactions except upon satisfaction of the Guarantor or Xxxxxfollowing: (i) the surviving Person, as applicableif other than Xxxxxx Xxx, which Person shall execute executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Guarantor or Xxxxx, as applicable, under this Purchase Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 5 shall have been breached (for purposes hereofbreached, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Administrative Agent Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel to either (A) stating that, in the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation opinion of such successor Person enforceable against 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 Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such successor Person filings, or (B) stating that, in accordance with its termsthe opinion of such counsel, except as no such enforceability may action shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time necessary to time in effect preserve and except as protect such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the Transferor. OF --------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx Xxxxxx Mae may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the Guarantor or Xxxxx, properties and assets of Xxxxxx Mae substantially as applicablea whole, shall be a party, (iii) that acquires the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by conveyance, transfer or lease substantially all any of the assets parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants that it will not consummate any of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business foregoing transactions except upon satisfaction of the Guarantor or Xxxxxfollowing: (i) the surviving Person, as applicableif other than Xxxxxx Xxx, which Person shall execute executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Guarantor or Xxxxx, as applicable, under this Purchase Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 5 shall have been breached (for purposes hereofbreached, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Administrative Agent Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel to either (A) stating that, in the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation opinion of such successor Person enforceable against 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 Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such successor Person filings, or (B) stating that, in accordance with its termsthe opinion of such counsel, except as no such enforceability may action shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time necessary to time in effect preserve and except as protect such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of of, the Guarantor, Xxxxx or the Transferor.Servicer. ---------------- (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business of the Guarantor or Xxxxx, as applicable, which Person shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx Servicer shall not consolidate with or merge into any other Person corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person corporation formed by such consolidation or into which Xxxxx the Servicer is merged or the Person which acquires by conveyance or transfer transfers the properties and assets of Xxxxx the Servicer substantially as an entirety shall be a Person corporation 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 state or national banking association that is not subject to the Bankruptcy Code of 1978, as amended from time to time, or to any successor statute or other entity which is not subject to the bankruptcy laws of the United States of America and shall be an Eligible Servicer, and, if Xxxxx the Servicer is not the surviving Personentity, such Person shall expressly assume, without by an agreement supplemental hereto, executed and delivered to the execution or filing of any paper or any further act on Trustee and the part of any of Enhancement Provider, to the parties heretoextent so provided in the applicable Supplement, in form satisfactory to the Trustee, the performance of every covenant and obligation of Xxxxx the Servicer hereunder (to the extent that any right, covenant or obligation of the TransferorServicer, as applicableapplicable hereunder, hereunder;is inapplicable (because such successor entity is not a Connecticut capital stock savings bank corporation) to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); and (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has delivered to the Administrative Agent Trustee and each Funding Agent the Rating Agencies (A) an Officer’s 's Certificate stating that such consolidation, merger, conveyance or transfer complies and such supplemental agreement comply with this Section 3.10 8.2 and that all conditions precedent herein provided for ----------- relating to such transaction have been complied with, with and (B) an Opinion of Counsel to the effect that the such supplemental agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation binding. (b) the obligations or duties of such successor the Servicer hereunder shall not be assignable nor shall any Person enforceable against such successor Person succeed to the obligations of the Servicer hereunder except for (i) mergers, consolidations, assumptions or transfers in accordance with the foregoing paragraph; (ii) transfers pursuant to Section 8.5 ----------- and delegations pursuant to Section 8.7; (iii) the appointment of a Successor ----------- Servicer pursuant to Section 10.2; and (iv) other sales, transfers, pledges or ------------ other mergers, assumptions or consolidations (A) which the Seller and the Servicer determine will not be adverse to the interests of the Certificateholders of any Series, (B) which the Rating Agency has advised the Servicer and the Trustee in writing will not result in the reduction or withdrawal of its termsthen-existing rating of the Certificates of any Series then outstanding, except (C) 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 Servicer, as such enforceability may applicable to it hereunder, and shall benefit from all rights granted to the Servicer, as applicable hereunder and (D) for which the Enhancement Provider, if so provided in the related Supplement has given its consent, which consent shall not be limited by applicable 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)unreasonably withheld.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the Transferor. OF ---------------------------------------------------------------- XXXXXX XXX ---------- Any Person (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx Xxxxxx Mae may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the Guarantor or Xxxxx, properties and assets of Xxxxxx Mae substantially as applicablea whole, shall be a party, (iii) that acquires the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by conveyance, transfer or lease substantially all any of the assets parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business foregoing transactions except upon satisfaction of the Guarantor or Xxxxxfollowing: (i) the surviving Person, as applicableif other than Xxxxxx Xxx, which Person shall execute executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Guarantor or Xxxxx, as applicable, under this Purchase Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 5 shall have been breached (for purposes hereofbreached, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Administrative Agent Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 and that all conditions precedent herein precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel to either (A) stating that, in the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation opinion of such successor Person enforceable against 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 Funding and the Interim Eligible Lender Trustee in the Loans and reciting the details of such successor Person filings, or (B) stating that, in accordance with its termsthe opinion of such counsel, except as no such enforceability may action shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time necessary to time in effect preserve and except as protect such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantor, Xxxxx or the Transferor. OF THE SELLER Any Person (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx SLM ELC may be merged or consolidated, (iib) resulting which may result from any merger or consolidation to which SLM ELC shall be a party or (c) which may succeed to the Guarantor or Xxxxx, properties and assets of SLM ELC substantially as applicablea whole, shall be a party, (iii) that acquires the successor to SLM ELC without the execution or filing of any document or any further act by conveyance, transfer or lease substantially all any of the assets parties to these Master Terms; provided, however, that SLM ELC hereby covenants that it will not consummate any of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business foregoing transactions except upon satisfaction of the Guarantor or Xxxxxfollowing: (i) the surviving Person, as applicableif other than SLM ELC, which Person shall execute executes an agreement of assumption to perform every obligation of the Guarantor or XxxxxSLM ELC under these Master Terms, as applicable, under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this each Purchase Agreement without the execution or filing and each Xxxx of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx substantially as an entirety shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of Xxxxx or the Transferor, as applicable, hereunder; Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Section 5 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurredbreached; and (iii) Xxxxx has the surviving Person, if other than SLM ELC, shall have delivered to the Administrative Agent Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each Funding Agent an Officer’s Certificate stating that such consolidation, merger, conveyance merger or transfer complies succession and such agreement of assumption comply with this Section 3.10 10 and that all conditions precedent herein precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ELC is not the surviving entity, SLM ELC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel to either (A) stating that, in the effect that the agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation opinion of such successor Person enforceable against 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 Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such successor Person filings, or (B) stating that, in accordance with its termsthe opinion of such counsel, except as no such enforceability may action shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time necessary to time in effect preserve and except as protect such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity)interests.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS. of the Guarantorof, Xxxxx or the Transferor.Seller etc. --------------- (a) The Transferor shall not consolidate or merge with any other Person. (b) Any Person (i) into which the Guarantor or Xxxxx may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Guarantor or Xxxxx, as applicable, shall be a party, (iii) that acquires by conveyance, transfer or lease substantially all of the assets of the Guarantor or Xxxxx, as applicable, or (iv) succeeding to the business of the Guarantor or Xxxxx, as applicable, which Person shall execute an agreement of assumption to perform every obligation of the Guarantor or Xxxxx, as applicable, under this Agreement, shall be the successor to the Guarantor or Xxxxx, as applicable, under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Guarantor or Xxxxx, as applicable, shall provide notice of any merger, consolidation, succession, conveyance or transfer pursuant to this Section 3.10(b) to each Funding Agent. (c) Notwithstanding the foregoing, Xxxxx Seller shall not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which Xxxxx Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of Xxxxx Seller substantially as an entirety shall be a Person be, if Seller is not the surviving entity, organized and existing under the laws of the United States of America or any State or the District of Columbia and, if Xxxxx is not the surviving Person, such Person and shall expressly assume, without by an agreement supplemental hereto, executed and delivered to the execution or filing of any paper or any further act on Trustee, in form satisfactory to the part of any of the parties heretoTrustee, the performance of every covenant and obligation of Xxxxx or the TransferorSeller, as applicableapplicable hereunder, and shall benefit from all the rights granted to Seller, as applicable hereunder. To the extent that any right, covenant or obligation of Seller, 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 7.2 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 such be set forth in the officer's certificate described in subsection 7.2(a)(ii); (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Article III Seller shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and no Amortization Event, Potential Amortization Event, Termination Event, Potential Termination Event, Servicer Default or Potential Servicer Default shall have occurred; and (iii) Xxxxx has delivered to the Administrative Agent Trustee and each Funding Agent Enhancement Provider an Officer’s 's Certificate of Seller and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer complies and such supplemental agreement comply with this Section 3.10 7.2 and that all conditions precedent herein provided for relating to such transaction have been complied withwith and, and an in the case of the Opinion of Counsel to the effect Counsel, that the such supplemental agreement referred to in Section 3.10(b)(iv) above is the legal, valid and binding obligation with respect to Seller; and (iii) Seller shall have delivered notice of such successor consolidation, merger, conveyance or transfer to each Rating Agency. (b) The obligations of Seller hereunder shall not be assignable nor shall any Person enforceable against such successor Person succeed to the obligations of Seller hereunder except for mergers, consolidations, assumptions or transfers in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles the provisions of equity (whether considered in a suit at law or in equity)the foregoing paragraph.