IN THE OPINION OF THE ISSUER, HAVE A MATERIAL ADVERSE EFFECT ON THE
TRANSACTIONS CONTEMPLATED BY THIS SERVICING AGREEMENT.
4.04.
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS ARTICLE IV ARE CONTINUOUS AND
SHALL SURVIVE THE DATE OF THIS SERVICING AGREEMENT. UPON DISCOVERY BY ANY OF THE
ISSUER, THE INDENTURE TRUSTEE, THE BACK-UP SERVICER OR THE SERVICER OF A BREACH
OF ANY OF THE FOREGOING REPRESENTATIONS AND WARRANTIES, THE PARTY DISCOVERING
SUCH BREACH SHALL GIVE PROMPT WRITTEN NOTICE TO THE OTHER PARTIES HERETO,
INCLUDING THE INSURER AND THE INDENTURE TRUSTEE.
4.05.
MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, OR RESIGNATION OF 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, (C) WHICH MAY SUCCEED TO
THE PROPERTIES AND ASSETS OF THE SERVICER SUBSTANTIALLY AS A WHOLE, OR (D) WHICH
MAY SUCCEED TO THE DUTIES AND OBLIGATIONS OF THE SERVICER UNDER THIS SERVICING
AGREEMENT FOLLOWING THE RESIGNATION OF THE SERVICER SUBJECT TO SECTION 2.01
HEREOF, WHICH PERSON EXECUTES AN AGREEMENT OF ASSUMPTION TO PERFORM EVERY
OBLIGATION OF THE SERVICER HEREUNDER, SHALL BE THE SUCCESSOR TO THE SERVICER
UNDER THIS SERVICING AGREEMENT WITH THE PRIOR WRITTEN CONSENT OF THE INSURER (IF
NO INSURER DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING) AND WITHOUT FURTHER
ACT ON THE PART OF ANY OF THE PARTIES TO THIS SERVICING AGREEMENT; PROVIDED,
HOWEVER, THAT (I) WRITTEN NOTICE OF SUCH MERGER, CONSOLIDATION OR ASSUMPTION OF
LIABILITIES SHALL BE DELIVERED BY THE SERVICER TO THE INSURER AND THE
NOTEHOLDERS, (II) IMMEDIATELY AFTER GIVING EFFECT TO SUCH TRANSACTION, NO EVENT
OF SERVICING TERMINATION (AS DEFINED IN SECTION 5.01), AND NO EVENT WHICH, AFTER
NOTICE OR LAPSE OF TIME, OR BOTH, WOULD BECOME AN EVENT OF SERVICING TERMINATION
SHALL HAVE OCCURRED OR BE CONTINUING, (III) NO EVENT OF DEFAULT, EVENT OF
SERVICING TERMINATION OR RE-LIENING TRIGGER WOULD OCCUR AS A RESULT OF SUCH
MERGER, CONSOLIDATION OR ASSUMPTION OF LIABILITY, (IV) THE SERVICER SHALL HAVE
DELIVERED TO THE ISSUER, THE INSURER, THE BACK-UP SERVICER AND THE INDENTURE
TRUSTEE AN OFFICER'S CERTIFICATE AND AN OPINION OF COUNSEL EACH STATING THAT
SUCH CONSOLIDATION, MERGER, SUCCESSION OR RESIGNATION AND SUCH AGREEMENT OF
ASSUMPTION COMPLY WITH THIS SECTION 4.05 AND THAT ALL CONDITIONS PRECEDENT
PROVIDED FOR IN THIS SERVICING AGREEMENT RELATING TO SUCH TRANSACTION HAVE BEEN
COMPLIED WITH AND (V) THE SERVICER SHALL HAVE DELIVERED TO THE ISSUER, THE
INSURER, THE BACK-UP SERVICER AND THE INDENTURE TRUSTEE AN OPINION OF COUNSEL
EITHER (A) STATING THAT, IN THE OPINION OF SUCH COUNSEL, ALL FINANCING
STATEMENTS, CONTINUATION STATEMENTS AND AMENDMENTS AND NOTATIONS ON CERTIFICATES
OF TITLE THERETO HAVE BEEN EXECUTED AND
27
FILED (OR AUTHORIZED AND FILED, AS APPLICABLE) THAT ARE NECESSARY FULLY TO
PRESERVE AND PROTECT THE INTEREST OF THE ISSUER, THE NOTEHOLDERS, THE INSURER
AND THE INDENTURE TRUSTEE IN THE CONTRACTS AND THE FINANCED VEHICLES, AND
RECITING THE DETAILS OF SUCH FILINGS, OR (B) STATING THAT,