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. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing, if the Servicer enters into any of the foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver to 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 fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing, if the Servicer enters into any of the foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver to 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 fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) or (iii) of this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Servicer is shall be a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG ownsso long as NMAC acts as Servicer, directly or indirectly, that is a corporation more than 50% of the voting stock of which is owned directly or voting power indirectly by 51 (NAROT 2019-C Sale and 50% or more of the economic equityServicing Agreement) Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing; provided, if the Servicer enters into any of the foregoing transactions and is not the surviving entityhowever, that (x) the Servicer shall deliver have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect such interestsinterest. The Servicer will shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 7.03 to the each Rating AgenciesAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing, if the Servicer enters into any of the foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver to the Indenture Trustee an Sale & Servicing Agreement (VALET 2010-1) Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) or (iii) of this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer may be merged or consolidated, (iib) resulting which may result from any merger, conversion, merger or consolidation to which the Servicer is shall be a party, (iiic) succeeding which may succeed to all or substantially all of the business properties and assets of the Servicer, 's indirect automobile financing and receivables servicing business or (ivd) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equitythat is an Affiliate, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, will shall 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. Notwithstanding the foregoing; provided, if the Servicer enters into any however, that (i) immediately after giving effect to such transaction, no Event of the foregoing transactions Default, and is not the surviving entityno event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (xii) the Servicer shall deliver have delivered to the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer will deliver to the Indenture Trustee shall have delivered an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trustee and the Indenture Trustee, respectively, Insurer in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interestsinterest. The Notwithstanding the forgoing, the Servicer will provide notice shall not engage in any merger or consolidation in which it is not the surviving corporation without the prior written consent of any mergerthe Insurer, conversion, consolidation or succession pursuant not to this Section 6.3 to the Rating Agenciesbe unreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Servicer is shall be a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG ownsso long as NMAC acts as Servicer, directly or indirectly, that is a corporation more than 50% of the voting stock of which is owned directly or voting power indirectly by 49 (NAROT 2017-C Sale and 50% or more of the economic equityServicing Agreement) Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing; provided, if the Servicer enters into any of the foregoing transactions and is not the surviving entityhowever, that (x) the Servicer shall deliver have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect such interestsinterest. The Servicer will shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 7.03 to the each Rating AgenciesAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Servicer is shall be a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG ownsso long as NMAC acts as Servicer, directly or indirectly, that is a corporation more than 50% of the voting stock of which is owned directly or voting power and 50% or more of the economic equityindirectly by Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing; provided, if the Servicer enters into any of the foregoing transactions and is not the surviving entityhowever, that (x) the Servicer shall deliver have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating 49 (NAROT 2018-C Sale and an Opinion of Counsel each stating Servicing Agreement) that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect such interestsinterest. The Servicer will shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 7.03 to the each Rating AgenciesAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Servicer is shall be a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG ownsso long as NMAC acts as Servicer, directly or indirectly, that is a corporation more than 50% of the voting stock of which is owned directly or voting power and 50% or more of the economic equityindirectly by Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing; provided, if the Servicer enters into any of the foregoing transactions and is not the surviving entityhowever, that (x) the Servicer shall deliver 48 (Nissan 2016-A Sale and Servicing Agreement) have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect such interestsinterest. The Servicer will shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 7.03 to the each Rating AgenciesAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, Servicer or (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing, if the Servicer enters into any of the foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver to 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 fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, filings or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies.. 25 2023-1 Sale & Servicing Agreement

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer may be merged or consolidated, (iib) resulting which may result from any merger, conversion, merger or consolidation to which the Servicer is shall be a party, (iiic) succeeding which may succeed to all or substantially all of the business properties and assets of the Servicer, 's indirect automobile financing and receivables servicing business or (ivd) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equitythat is an Affiliate, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, will shall 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. Notwithstanding the foregoing; provided, if the Servicer enters into any however, that (i) immediately after giving effect to such transaction, no Event of the foregoing transactions Default, and is not the surviving entityno event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (xii) the Servicer shall deliver have delivered to the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 13.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer will deliver to the Indenture Trustee shall have delivered an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer Trustee and the Indenture Trustee, respectively, Surety Bond Issuer in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interestsinterest. The Notwithstanding the forgoing, the Servicer will provide notice shall not engage in any merger or consolidation in which it is not the surviving corporation without the prior written consent of any mergerthe Surety Bond Issuer, conversion, consolidation or succession pursuant not to this Section 6.3 to the Rating Agenciesbe unreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Servicer is shall be a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG ownsso long as NMAC acts as Servicer, directly or indirectly, that is a corporation more than 50% of the voting stock of which is owned directly or voting power and 50% or more of the economic equityindirectly by Nissan, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing; provided, if the Servicer enters into any of the foregoing transactions and is not the surviving entityhowever, that (x) the Servicer shall deliver have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating (NAROT 2018-A Sale and an Opinion of Counsel each stating Servicing Agreement) that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 7.03 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, based on customary qualifications and assumptions, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is shall be necessary to preserve and protect perfect such interestsinterest. The Servicer will shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 7.03 to the each Rating AgenciesAgency.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (ia) into which the Servicer may be merged or consolidated, (iib) resulting which may result from any merger, conversion, merger or consolidation to which the Servicer is shall be a party, (iiic) succeeding which may succeed to all or substantially all of the business properties and assets of the Servicer, 's indirect automobile financing or receivables servicing business or (ivd) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equitythat is an Affiliate, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under this Agreementhereunder, will shall 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. Notwithstanding the foregoing; provided, if the Servicer enters into any however, that (i) immediately after giving effect to such , no Event of the foregoing transactions Default, and is not the surviving entityno event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (xii) the Servicer shall deliver have delivered to the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, merger or succession and such agreement of assumption comply with this Section 6.3 13.02 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (yiii) the Servicer will deliver to the Indenture Trustee shall have delivered 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 interests of the Issuer and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counselCounsel, no such action is shall be necessary to preserve and protect such interestsinterest. The Notwithstanding the foregoing, the Servicer will provide notice shall not engage in any merger or consolidation in which it is not the surviving corporation without the prior written consent of any mergerthe Insurer, conversion, consolidation or succession pursuant not to this Section 6.3 to the Rating Agenciesbe unreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing, if the Servicer enters into any of the foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver to the Indenture Trustee an 20 2005-1 Sale & Servicing Agreement Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) or (iii) of this Section 6.3 in which the Servicer is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Servicer. Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Servicer is a party, (iii) succeeding to the business of the Servicer, or (iv) of which Volkswagen AG Bank of America Corporation owns, directly or indirectly, more than 50% of the voting stock or voting power and 50% or more of the economic equity, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Servicer under 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. Notwithstanding the foregoing, if the Servicer enters into any of the foregoing transactions and is not the surviving entity, (x) the Servicer shall deliver to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation, or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with and (y) the Servicer will deliver to 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 fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action is necessary to preserve and protect such interests. The Servicer will provide notice of any merger, conversion, consolidation or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) of this Section 6.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) or (iii) of this Section 6.3 in which the Servicer is not the surviving entity.