Common use of Merger or Consolidation of, Clause in Contracts

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller 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 Seller shall 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 or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller 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, 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 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 preserve and protect such interest. The Seller shall 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) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above.

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be is a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller 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 Seller shall have has 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 or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have has delivered to 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 and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the 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 is necessary to preserve and protect such interest. The Seller shall 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) above shall of this Section 6.3 will be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveof this Section 6.3.

Merger or Consolidation of,. or Assumption of the Obligations of, Seller. Any Person (i) into which the Seller may be merged or consolidated, (ii) resulting from any merger, conversion, or consolidation to which the Seller shall be is a party, (iii) succeeding to the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Company, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under this Agreement, will be the successor to the Seller 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 Seller shall have has 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 or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller shall have has delivered to 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 and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, in the 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 is necessary to preserve and protect such interest. The Seller shall 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) above shall of this Section 6.3 will be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) aboveof this Section 6.3.

Merger or Consolidation of,. or Assumption of the ------------------------------------------------ Obligations of, SellerServicer. Any Person (i) into which the Seller may Servicer shall be merged ------------------------ or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Seller Servicer shall be a party, party or (iii) succeeding that shall succeed by purchase and assumption to all or substantially all of the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor CompanyServicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Seller Servicer under this Agreement, will shall be the successor to the Seller 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 (x) the Seller Servicer shall have delivered to the Depositor, -------- ------- the Owner Trustee and 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, if any, provided for in this Agreement relating to such transaction have been complied with 7.3 and (y) the Seller Servicer shall have delivered to the 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 and filed that are necessary to fully to preserve and protect the interest of the Issuer Trust and the Indenture Trustee, respectively, in the 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 interest. The Seller Servicer shall provide prior written notice of any merger, conversion, consolidation, consolidation or succession pursuant to this Section 6.3 7.3 to the Insurer and the Rating Agencies. Notwithstanding anything herein to the contrarycontrary 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) or and (iii) above.

Merger or Consolidation of,. or Assumption of the Obligations of, SellerDepositor. Any Person (i) into which the Seller may Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Seller Depositor shall be a party, party or (iii) succeeding that shall succeed by purchase and assumption to all or substantially all of the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor CompanyDepositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, will shall be the successor to the Seller 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 (x) the Seller Depositor shall 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 or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent6.3, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller Depositor 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, 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 the Issuer Trust and the Indenture Trustee, respectively, in the Receivables and the other Trust PropertyReceivables, 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 interest. The Seller shall provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 6.3 to interest and (z) the Rating AgenciesAgency Condition shall have been satisfied. Notwithstanding anything herein to the contrarycontrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (yz) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or and (iii) above.

Merger or Consolidation of,. or Assumption of the Obligations ------------------------------------------------------------ of, SellerSellers. Any Person (ia) into which the any Seller may be merged or consolidated, ----------- (iib) resulting which may result from any merger, conversion, merger or consolidation to which the a Seller shall be a party, party or (iiic) succeeding which may succeed to the business properties and assets of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor Companyany Seller substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the such Seller under this Agreement, will shall be the successor to the such Seller under this Agreement 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, however, that (xi) such Seller shall have received the -------- ------- written consent of the Borrower and the Required APA Banks prior to entering into any such transaction, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 4.1 shall ----------- have been breached and (if AFS is the Servicer) 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) such Seller shall have delivered to the Owner Trustee Administrative Agent and the Indenture Trustee Rating Agencies an Officer's Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction and (yv) the such Seller shall have delivered to the Owner Trustee and the Indenture Trustee Administrative Agent 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 relating to the sale of the Receivables from the Sellers to the Borrower have been executed and filed that are necessary fully to preserve and protect the interest of the Issuer and the Indenture Trustee, respectively, Borrower in the Receivables and the other Trust 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 interest. The Seller shall provide notice For the avoidance of any mergerdoubt, conversion, consolidation, or succession pursuant to this Section 6.3 to the Rating Agencies. Notwithstanding anything herein to the contrary, it is understood that the execution of the foregoing agreement of assumption and compliance with clauses (xi) and through (yv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) or (iiic) above.

Merger or Consolidation of,. or Assumption of the Obligations of, SellerDepositor. Any Person (i) into which the Seller may Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion, conversion or consolidation to which the Seller Depositor shall be a party, party or (iii) succeeding that shall succeed by purchase and assumption to all or substantially all of the business of the Seller, or (iv) more than 50% of the voting stock of which is owned directly or indirectly by Ford Motor CompanyDepositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller Depositor under this Agreement, will shall be the successor to the Seller 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 (x) the Seller Depositor shall 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 or succession and such agreement of assumption comply with this Section 6.3 and that all conditions precedent6.3, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Seller Depositor 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, 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 the Issuer Trust and the Indenture Trustee, respectively, in the Receivables and the other Trust PropertyReceivables, 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 interestinterest 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 Seller Depositor shall provide prior written notice of any merger, conversion, consolidation, 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) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) or (iii) above.6.3