Common use of Merger or Consolidation of, or Assumption Clause in Contracts

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of the Servicer. Any Person (a) into which the Servicer may be merged or --------------- consolidated, (b) which may result from any merger or consolidation to which the Servicer shall be a party, or (c) which may succeed to the properties and assets of the Servicer substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunder, shall be the successor to the Servicer under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Indenture Trustee an 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 7.3 and (y) all conditions precedent, if any, provided for in this Agreement relating to such merger, consolidation or succession have been complied with. The Servicer or its successor hereunder shall provide the Indenture Trustee, the Seller and the Rating Agencies with prompt notice of any such transaction.

Merger or Consolidation of, or Assumption. of the ------------------------------------------------ Obligations ------------------------------------------------------------ of the Servicerof, Seller. Any Person (a) into which the Servicer Seller may be merged or --------------- ---------------------- consolidated, (b) which may result from any merger or consolidation to which the Servicer Seller shall be a party, or (c) which may succeed to the properties and assets of the Servicer Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunderSeller under this Agreement, shall be the successor to the Servicer under this Agreement Seller hereunder without the execution or filing of any document or any further act on the part of by any of the parties to this Agreement; provided, howeverfurther, that (x) the Servicer Seller shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 7.3 6.3, and (y) all conditions precedent, if any, provided for in this Agreement relating to such merger, consolidation or succession have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Servicer Seller or its successor hereunder shall provide the Indenture Trustee, the Seller Servicer and the Rating Agencies with prompt notice of any such transaction.

Merger or Consolidation of, or Assumption. of the Obligations ------------------------------------------------------------ of the Servicerof, Seller. Any Person (a) into which the Servicer Seller may be merged or --------------- consolidated, ---------- (b) which may result from any merger or consolidation to which the Servicer Seller shall be a party, or (c) which may succeed to the properties and assets of the Servicer Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer hereunderSeller under this Agreement, shall be the successor to the Servicer under this Agreement Seller hereunder without the execution or filing of any document or any further act on the part of by any of the parties to this Agreement; provided, howeverfurther, that (x) the Servicer Seller shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger merger, or succession and such agreement of assumption comply with this Section 7.3 6.3, and (y) all conditions precedent, if any, provided for in this Agreement relating to such merger, consolidation or succession have been complied with. Notwithstanding the above, no such transaction shall result in the Seller becoming subject to the provisions of the United States Bankruptcy Code or similar laws of any State. The Servicer Seller or its successor hereunder shall provide the Indenture Trustee, the Seller Servicer and the Rating Agencies with prompt notice of any such transaction.