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

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Any Person (a) into which Xxxxxx Mae may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxx, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, 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 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 Funding and the Interim Eligible Lender Trustee in the Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Any Person (a) OF, THE MTN CASH MANAGER The MTN Cash Manager shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: 11.1.1 the corporation formed by such consolidation or into which Xxxxxx Mae may be the MTN Cash Manager is merged or consolidated, (b) the Person which may result from any merger acquires by conveyance or consolidation to which Xxxxxx Xxx shall be a party or (c) which may succeed to transfer the properties and assets of Xxxxxx Mae the MTN Cash Manager substantially as a wholean entirety, shall be expressly assume, by an agreement supplemental hereto, executed and delivered to the Issuer in form satisfactory to the Issuer, and the Trustee the performance of the obligations of the MTN Cash Manager hereunder (to the extent that any right, covenant or obligation of the MTN Cash Manager, as applicable hereunder, is inapplicable to the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; providedentity, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect such successor entity shall be subject to such transactioncovenant or obligation, no representation or warranty made pursuant benefit from such right, as would apply, to Section 5 shall have been breachedthe extent practicable, (iii) to such successor entity); 11.1.2 the surviving Person, if other than Xxxxxx Xxx, MTN Cash Manager shall have delivered to the Interim Eligible Lender Trustee Issuer: (a) an Officers' Director's Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, conveyance or succession transfer and such supplemental agreement of assumption comply with this Section Clause 11.1 and that all conditions precedent, if any, precedent herein 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 ; and (ivb) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating thatthat such supplemental agreement is legal, in valid, binding and enforceable with respect to the opinion MTN Cash Manager; 11.1.3 the MTN Cash Manager shall have delivered notice to the Trustee and to each Rating Agency of such counselconsolidation, 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 filingsmerger, conveyance or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such intereststransfer.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- --------------------------------------------------------------- SELLER ------ Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx the Seller without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Sale Terms; provided, however, that Xxxxxx Mae the Seller hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxxthe Seller, executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller under the Purchase Agreementthese Master Sale Terms, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxxthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction, (iv) if Xxxxxx Mae the Seller is not the surviving entity, Xxxxxx Xxx 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 Interim Eligible Lender Trustee 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 Funding the Purchaser and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- THE SELLER Any Person (a) into which Xxxxxx Mae SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx SLM ECFC shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae SLM ECFC substantially as a whole, shall be the successor to Xxxxxx Xxx SLM ECFC without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Terms; provided, however, that Xxxxxx Mae SLM ECFC hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx XxxSLM ECFC, executes an agreement of assumption to perform every obligation of Xxxxxx Mae SLM ECFC under the these Master Terms, each Purchase Agreement, Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, ; (iii) the surviving Person, if other than Xxxxxx XxxSLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction; and (iv) if Xxxxxx Mae SLM ECFC is not the surviving entity, Xxxxxx Xxx SLM ECFC shall have delivered to the Interim Eligible Lender Trustee 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 Funding and the Interim Eligible Lender Trustee Trustee, respectively, in the Purchased Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- SELLER --------------------- Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx the Seller without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Sale Terms; provided, however, that Xxxxxx Mae the Seller hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxxthe Seller, executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller under the Purchase Agreementthese Master Sale Terms, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxxthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction, (iv) if Xxxxxx Mae the Seller is not the surviving entity, Xxxxxx Xxx such transaction will not result in a material adverse Federal or state tax consequence to the Purchaser, the Noteholders or the Certificateholders and (v) if the Seller is not the surviving entity, the Seller shall have delivered to the Interim Eligible Lender Trustee 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 Funding the Purchaser and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Seller. ----------------------- Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to Xxxxxx Xxx the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement Seller shall have received the written consent of assumption the Note Insurer prior to perform every obligation of Xxxxxx Mae under the Purchase Agreemententering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breachedbreached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have occurred and be continuing, (iii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trustee and the Note Insurer an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (ivv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trustee and the Note Insurer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed authorized and filed that are necessary fully to preserve and protect the interest of Funding the Owner Trustee and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans Receivables and the Other Conveyed Property and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein to the 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 clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Seller. Any Person (a) into which Xxxxxx Mae the Seller may be merged or ---------------------- consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, which Person in any of the foregoing cases (x) has a certificate of incorporation containing provisions relating to limitations on business and other matters substantially identical to those contained in the Seller's certificate of incorporation and (y) executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to Xxxxxx Xxx the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement Seller shall have received the -------- ------- written consent of assumption the Controlling Party prior to perform every obligation of Xxxxxx Mae under the Purchase Agreemententering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breachedbreached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trust Collateral Agent, the Trustee and the Controlling Party an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction transaction, (ivv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trust Collateral Agent, the Trustee and the Controlling Party an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Trust Collateral Agent, the Owner Trustee and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans Receivables and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest, and (vi) 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 occurred and be continuing; provided, further, -------- ------- notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii), (iv), (v) and (vi) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Seller. Any Person (a) into which Xxxxxx Mae the Seller may be merged or ----------------------- consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the Purchase part of any of the parties to this Agreement; provided, however, that (ii) immediately i)-------- -------immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 Article III shall have been breachedbreached and (if the Seller is the Servicer) no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Seller, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary to fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee Note Issuer in the Loans 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 interestsinterests and (iv) the Rating Agencies 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 clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- THE SELLER Any Person (a) into which Xxxxxx Mae VG Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx VG Funding shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae VG Funding substantially as a whole, shall be the successor to Xxxxxx Xxx VG Funding without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Terms; provided, however, that Xxxxxx Mae VG Funding hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx XxxVG Funding, executes an agreement of assumption to perform every obligation of Xxxxxx Mae VG Funding and the Servicer under the these Master Terms, each Purchase Agreement, Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, ; (iii) the surviving Person, if other than Xxxxxx XxxVG Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers' ’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction; and (iv) if Xxxxxx Mae VG Funding is not the surviving entity, Xxxxxx Xxx VG Funding shall have delivered to the Interim Eligible Lender Trustee 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 Funding and the Interim Eligible Lender Trustee Trustee, respectively, in the Purchased Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- OF, THE BANK. Any Person (a) into which Xxxxxx Mae the Bank may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Bank shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Bank, substantially as a whole, shall be the successor to Xxxxxx Xxx the Bank without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; providedPROVIDED, howeverHOWEVER, that Xxxxxx Mae the Bank hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, Servicer if other than Xxxxxx Xxx, the Bank executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Servicer under the Purchase this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 8.1 shall have been breachedbreached and no Event of Servicing Termination, and no event that, after notice or lapse of time, or both, would become an Event of Servicing Termination shall have occurred and be continuing, (iii) the surviving Person, if other than Xxxxxx Xxx, Bank shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption assumption, if any, comply with this Section and that all conditions 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 transaction, (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Servicer shall have delivered a consolidated net worth at least equal to that of the predecessor Servicer, and (v) such transaction will not result in a material adverse federal or state tax consequence to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in Trust or 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 Funding and the Interim Eligible Lender Trustee in the Loans 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 interestsCertificateholders.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- THE SELLER Any Person (a) into which Xxxxxx Mae SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx SLM ECFC shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae SLM ECFC substantially as a whole, shall be the successor to Xxxxxx Xxx SLM ECFC without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Terms; provided, however, that Xxxxxx Mae SLM ECFC hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx XxxSLM ECFC, executes an agreement of assumption to perform every obligation of Xxxxxx Mae SLM ECFC under the these Master Terms, each Purchase Agreement, Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, ; (iii) the surviving Person, if other than Xxxxxx XxxSLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 10 and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction; and (iv) if Xxxxxx Mae SLM ECFC is not the surviving entity, Xxxxxx Xxx SLM ECFC shall have delivered to the Interim Eligible Lender Trustee 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 Funding and the Interim Eligible Lender Trustee Trustee, respectively, in the Purchased Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Seller. Any Person (a) into which Xxxxxx Mae the Seller may be merged or ----------------------- consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the Purchase part of any of the parties to this Agreement; provided, -------- however, that (iii) immediately after giving effect to such transaction, no ------- representation or warranty made pursuant to Section 5 Article III shall have been breachedbreached and (if the Seller is the Servicer) no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Seller, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary to fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee Note Issuer in the Loans 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 interestsinterests and (iv) the Rating Agencies 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 clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- THE SELLER Any Person (a) into which Xxxxxx Mae Town Hall Funding may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx Town Hall Funding shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae Town Hall Funding substantially as a whole, shall be the successor to Xxxxxx Xxx Town Hall Funding without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Terms; provided, however, that Xxxxxx Mae Town Hall Funding hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx XxxTown Hall Funding, executes an agreement of assumption to perform every obligation of Xxxxxx Mae Town Hall Funding and the Servicer under the these Master Terms, each Purchase Agreement, Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, ; (iii) the surviving Person, if other than Xxxxxx XxxTown Hall Funding, shall have delivered to the Interim Eligible Lender Trustee an Officers' ’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction; and (iv) if Xxxxxx Mae Town Hall Funding is not the surviving entity, Xxxxxx Xxx Town Hall Funding shall have delivered to the Interim Eligible Lender Trustee 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 Funding and the Interim Eligible Lender Trustee Trustee, respectively, in the Purchased Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Seller. Any Person (a) into which Xxxxxx Mae the Seller may be merged or ----------------------- consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller hereunder, shall be the successor to the Seller under this Agreement without further act on the Purchase part of any of the parties to this Agreement; provided, however, that (iii) immediately after -------- ------- giving effect to such transaction, no representation or warranty made pursuant to Section 5 Article III shall have been breachedbreached and (if the Seller is the Servicer) no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Note Issuer and the Note Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings to be made by the Seller, including filings with the CPUC pursuant to the PU Code, have been executed and filed that are necessary to fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee Note Issuer in the Loans 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 interestsinterests and (iv) the Rating Agencies 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 clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- OF, SERVICER. Any Person (ai) into which Xxxxxx Mae the Servicer may be merged ------------------------ or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which Xxxxxx Xxx the Servicer shall be a party party, (iii) succeeding to the business of the Servicer, or (civ) which may succeed to the properties and assets of Xxxxxx Mae substantially so long as Nissan Motor Acceptance Corporation acts as Servicer, that is a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any corporation more than 50% of the parties to this Purchase Agreement; providedvoting stock of which is owned directly or indirectly by Nissan Motor Co., howeverLtd., that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Servicer under the Purchase this Agreement, will be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement; provided, -------- however, that (iix) immediately after giving effect to such transaction, no representation Event ------- of Default, and no event which, after notice or warranty made pursuant to Section 5 lapse of time, or both, would become an Event of Default, shall have been breachedhappened and be continuing, (iiiy) the surviving Person, if other than Xxxxxx Xxx, Servicer shall have delivered to the Interim Eligible Lender Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 9.03 and that all conditions precedent, if any, precedent provided for in this Purchase the Agreement relating to such transaction have been complied with, with and that (z) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Servicer shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, 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 Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest. The Servicer shall provide notice of any merger, consolidation or succession pursuant to this Section 9.03 to each rating agency then providing a rating for the Certificates. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), (iii) or (iv) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Servicer. Any Person (a) into which Xxxxxx Mae the Servicer may be merged ------------------------ or consolidatedconsolidated and which succeeds to the major part of the electric distribution business of the Servicer, (b) which results from the division of the Servicer into two or more Persons and which succeeds to the major part of the electric distribution business of the Servicer, (c) which may result from any merger or consolidation to which Xxxxxx Xxx the Servicer shall be a party or and which succeeds to the major part of the electric distribution business of the Servicer, (cd) which may succeed to the properties and assets of Xxxxxx Mae the Servicer substantially as a whole, shall be whole and which succeeds to the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any major part of the parties electric distribution business of the Servicer or (e) which may otherwise succeed to this Purchase Agreement; providedthe major part of the electric distribution business of the Servicer, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Servicer hereunder, shall be the successor to the Servicer under this Agreement without further act on the Purchase part of any of the parties to this Agreement; provided, however, that (iii) immediately after giving effect to such transaction, no representation or and warranty made pursuant to Section 5 5.01 shall have been breachedbreached and no Servicer Default, and no event which, after notice or lapse of time, or both, would become a Servicer Default, shall have occurred and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Servicer shall have delivered to the Interim Eligible Lender Issuer and the Bond Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section 5.03 and that all conditions precedent, if any, precedent provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition Agencies shall have been satisfied with respect to received prior written notice of such transaction transaction, (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Servicer shall have delivered to the Interim Eligible Lender Issuer, the Bond Trustee and the Rating Agency an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto filings, including filings with the PUC pursuant to the Statute, have been executed and filed that are necessary fully to preserve fully and protect fully the interest interests of Funding and the Interim Eligible Lender Trustee Issuer in the Loans Serviced Intangible Transition Property and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the above referenced agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions precedent to the consummation of the transactions referred to in clause (a), (b), (c), (d) or (e) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- OF, SELLER Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, shall be the successor to Xxxxxx Xxx the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Purchase Agreement; providedPROVIDED, howeverHOWEVER, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 3.1 shall have been breachedbreached and no Servicer Termination Event, and no event which, after notice or lapse of time, or both, would become a Servicer Termination Event shall have happened and be continuing, (iiiii) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trust Collateral Agent and the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Owner Trustee, the Trust Collateral Agent, the Backup Servicer and the Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding the Trust Collateral Agent, the Owner Trustee and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans Receivables and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interestsinterest. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Depositor. Any Person (ai) into which Xxxxxx Mae may the Depositor shall be ------------------------- merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which Xxxxxx Xxx the Depositor shall be a party or (ciii) which may that shall succeed by purchase and assumption to the properties and assets of Xxxxxx Mae all or substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any all of the parties to this Purchase Agreement; providedbusiness of the Depositor, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Depositor under the Purchase this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iiix) the surviving Person, if other than Xxxxxx Xxx, Depositor -------- ------- shall have delivered to the Interim Eligible Lender Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section and that all conditions precedent6.3, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (y) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Depositor shall have delivered to the Interim Eligible Lender Owner Trustee and the Indenture Trustee 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 to fully to preserve and protect the interest of Funding the Trust and the Interim Eligible Lender Trustee Indenture Trustee, respectively, in the Loans Receivables and the other Trust 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 fully preserve and protect such interests.interest and (z) the Rating Agency Condition shall have been satisfied and, unless an Insurer Default shall have occurred and be continuing, the written consent of the Insurer shall have been obtained. The Depositor

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- --------------------------------------------------------------- SELLER ------ Any Person (a) into which Xxxxxx Mae the Seller may be merged or consolidated, (b) which may result from any merger or consolidation to which Xxxxxx Xxx the Seller shall be a party or (c) which may succeed to the properties and assets of Xxxxxx Mae the Seller substantially as a whole, shall be the successor to Xxxxxx Xxx the Seller without the execution or filing of any document or any further act by any of the parties to this Purchase Agreementthese Master Sale Terms; provided, however, that Xxxxxx Mae the Seller hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxxthe Seller, executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Seller under the Purchase Agreementthese Master Sale Terms, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 herein shall have been breached, (iii) the surviving Person, if other than Xxxxxx Xxxthe Seller, shall have delivered to the Interim Eligible Lender Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Purchase Agreement 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 transaction, (iv) if Xxxxxx Mae the Seller is not the surviving entity, Xxxxxx Xxx 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 Interim Eligible Lender Trustee 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 Funding the Purchaser and the Interim Eligible Lender Trustee Trustee, respectively, in the Loans 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.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Obligations of, Servicer. Any Person (ai) into which Xxxxxx Mae may the Servicer shall be merged ------------------------ or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which Xxxxxx Xxx the Servicer shall be a party or (ciii) which may that shall succeed by purchase and assumption to the properties and assets of Xxxxxx Mae all or substantially as a whole, shall be the successor to Xxxxxx Xxx without the execution or filing of any document or any further act by any all of the parties to this Purchase Agreement; providedbusiness of the Servicer, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate which Person in any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of Xxxxxx Mae the Servicer under the Purchase this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached, (iiix) the surviving Person, if other than Xxxxxx Xxx, Servicer -------- ------- shall have delivered to the Interim Eligible Lender Depositor, the Owner Trustee and the Indenture Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidationmerger, merger conversion, consolidation or succession and such agreement of assumption comply with this Section 7.3 and that all conditions precedent, if any, provided for in this Purchase Agreement relating to such transaction have been complied with, and that (y) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Servicer shall have delivered to the Interim Eligible Lender Depositor, the Owner Trustee and the Indenture Trustee 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 authorized and filed that are necessary to fully to preserve and protect the interest of Funding the Trust and the Interim Eligible Lender Trustee Indenture Trustee, respectively, in the Loans Receivables, and reciting the details of such filingsfilings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interestsinterest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Insurer and the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE. OBLIGATIONS OF XXXXXX XXX ------------------------- Any OF, SELLER. Subject to Section 8.06, any Person (ai) into which Xxxxxx Mae the ---------------------- Seller may be merged or consolidated, (bii) which may result resulting from any merger merger, conversion or consolidation to which Xxxxxx Xxx the Seller shall be a party party, (iii) succeeding to the business of the Seller or (civ) that is a corporation more than 50% of the voting stock of which may succeed is owned directly or indirectly by Nissan Motor Co., Ltd., which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the properties and assets of Xxxxxx Mae substantially as a wholeSeller under this Agreement, shall will be the successor to Xxxxxx Xxx the Seller under this Agreement without the execution or filing of any document or any further act by on the part of any of the parties to this Purchase Agreement; provided, however, that Xxxxxx Mae hereby covenants -------- ------- that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than Xxxxxx Xxx, executes an agreement of assumption to perform every obligation of Xxxxxx Mae under the Purchase Agreement, (iix) immediately after giving effect to such -------- ------- transaction, no representation or warranty made pursuant to Section 5 3.01 shall have been breachedbreached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing, (iiiy) the surviving Person, if other than Xxxxxx Xxx, Seller shall have delivered to the Interim Eligible Lender Trustee an Officers' Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of or assumption comply with this Section 8.03 and that all conditions precedent, if any, provided for in this Purchase the Agreement relating to such transaction have been complied with, with and that (z) the Rating Agency Condition shall have been satisfied with respect to such transaction (iv) if Xxxxxx Mae is not the surviving entity, Xxxxxx Xxx Seller shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either either (A) stating that, in the opinion of such counselCounsel, 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 Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to preserve and protect such interestsinterest. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section 8.03 to each rating agency then providing a rating for the Certificates. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii), (iii) or (iv) above.