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

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer 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: (i) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, in form reasonably satisfactory to Trustee, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Trustee (A) an Officer's Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION 8.2 shall not be construed to prohibit or in any way limit Servicer's ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall bebe a national banking association, if Servicer is not the surviving entity, a state banking corporation or other entity organized and existing under the laws of the United States or any of its states that is not subject to the bankruptcy laws of the United States of America or any State or the District of Columbia, and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Owner Trustee and Indenture Trustee in form reasonably satisfactory to Owner Trustee and Indenture Trustee, the performance of every covenant and obligation of Servicer hereunder (to the extent that any right, covenant or obligation of Servicer, as applicable hereunder, is inapplicable to the successor entity, such successor entity shall be subject to such covenant or obligation, or benefit from such right, as would apply, to the extent practicable, to such successor entity); (ii) Servicer has shall have delivered to Indenture Trustee (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 5.02 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 such supplemental agreement is a legal, valid and binding obligation of such surviving entity with respect to Servicer and enforceable against such surviving entity in accordance with its terms; (iii) Servicer shall have delivered notice to the Rating Agencies of such consolidation, except as such enforceability may be limited by applicable bankruptcymerger, insolvency, reorganization, moratorium conveyance 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)transfer; and (iiiiv) either (xA) the corporation entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (yB) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION 8.2 Section 5.02 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) Servicer shall have provided prior written notice of such proposed consolidation or merger to the corporation Rating Agencies; (ii) the Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, be a corporation or a banking association organized and existing under the laws of the United States of America or any State or the District of Columbia, Columbia and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Owner in form reasonably satisfactory to TrusteeOwner, the performance of every covenant and obligation of Servicer hereunder; (iiiii) Servicer has delivered to Trustee Owner (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iiiiv) either (x) the corporation entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement.; (b) This SECTION 8.2 Section 4.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation an entity organized and existing under the laws of the United States of America or any State state or the District of Columbia, Columbia and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Issuer in form reasonably satisfactory to TrusteeIssuer, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Trustee Issuer (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION 8.2 Section 4.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, be a corporation or a banking association organized and existing under the laws of the United States of America or any State or the District of Columbia, Columbia and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Owner Trustee in form reasonably satisfactory to Owner Trustee, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Indenture Trustee (A) an Officer's Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement.; (b) This SECTION 8.2 5.2 shall not be construed to prohibit or in any way limit Servicer's ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.25.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) The Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, Person unless: (a) (i) the corporation Person formed by such consolidation or into which the Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall be, if the Servicer is not the surviving entity, a corporation corporation, limited partnership or limited liability company organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Servicer is not the surviving entity, and such corporation entity shall have expressly assumeassumed, by an agreement supplemental hereto, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the performance of every covenant and obligation of the Servicer hereunder; hereunder for which such Person shall act as Servicer; (ii) if the Servicer has is an Affiliated Entity, the surviving entity of such merger or conveyance or transfer of property and assets is a consolidated subsidiary of CCG; and (iii) the Servicer shall have delivered to the Indenture Trustee (A) an Officer's ’s Certificate and an Opinion of Counsel each in form reasonably satisfactory to the Indenture Trustee stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply complies with this Section 6.6 and that all conditions precedent herein provided for relating to such transaction have been complied with; (b) the Rating Agency shall have received prior notice from the Servicer of the proposed consolidation or merger or conveyance or transfer, as the case may be, and (B) an Opinion of Counsel shall not have indicated to the effect Issuer, the Servicer or the Indenture Trustee, that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable 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 action would result in a suit at law reduction or in equity)withdrawal of the rating of the Notes; and (iii) either (xc) the corporation corporation, limited partnership or limited liability company formed by such consolidation or into which the Servicer is merged or the Person which acquired acquires by conveyance or transfer the properties and assets of the Servicer substantially as an entirety shall have all licenses and approvals of Governmental Authorities required to service the Pool Receivables for which the Servicer shall act in such capacity, except to the extent the failure to have any such license does not have, and could not reasonably be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transferexpected to have, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this AgreementMaterial Adverse Effect. (b) This SECTION 8.2 shall not be construed to prohibit or in any way limit Servicer's ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation be organized and existing under the laws of the United States of America or any State state or the District of Columbia, Columbia and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Issuer and the Retained Interest Owner in form reasonably satisfactory to TrusteeIssuer and the Retained Interest Owner, the performance of every covenant and obligation of Servicer hereunder;; and (ii) Servicer has delivered to Trustee Issuer and the Retained Interest Owner (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION 8.2 Section 4.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer 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: (i) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, in form reasonably satisfactory to Trustee, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Trustee (A) an Officer's Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Suc cessor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION Section 8.2 shall not be construed to prohibit or in any way limit Servicer's ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION Section 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation an entity organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, and, if Servicer is not the surviving entity, such corporation entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Issuer in form reasonably satisfactory to TrusteeIssuer, the performance of every covenant and obligation of Servicer hereunder;; and (ii) Servicer has delivered to Trustee Issuer (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section 4.2 and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION 8.2 Section 4.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation be an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, Columbia and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Owner Trustee in form reasonably satisfactory to Owner Trustee, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Indenture Trustee (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement.; (b) This SECTION 8.2 Section 3.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2Section 3.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer shall not consolidate with or merge into any other corporation Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation Person formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation be an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, Columbia and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, Owner Trustee in form reasonably satisfactory to Owner Trustee, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Indenture Trustee (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation entity formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement.; (b) This SECTION 8.2 Section 5.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION 8.2Section 5.2.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. (a) Servicer 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: (i) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquires by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be, if Servicer is not the surviving entity, a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Servicer is not the surviving entity, such corporation shall expressly assume, by an agreement supplemental hereto, executed and delivered to Trustee, in form reasonably satisfactory to Trustee, the performance of every covenant and obligation of Servicer hereunder; (ii) Servicer has delivered to Trustee (A) an Officer's ’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' ’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); and (iii) either (x) the corporation formed by such consolidation or into which Servicer is merged or the Person which acquired by conveyance or transfer the properties and assets of Servicer substantially as an entirety shall be an Eligible Servicer (taking into account, in making such determination, the experience and operations of the predecessor Servicer) or (y) upon the effectiveness of such consolidation, merger, conveyance or transfer, a Successor Servicer shall have assumed the obligations of Servicer in accordance with this Agreement. (b) This SECTION Section 8.2 shall not be construed to prohibit or in any way limit Servicer's ’s ability to effectuate any consolidation or merger pursuant to which Servicer would be the surviving entity. (c) Servicer shall notify each Rating Agency promptly after any consolidation, merger, conveyance or transfer effected pursuant to this SECTION Section 8.2.