Common use of Consolidation and Merger; Sale of Assets Clause in Contracts

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such the consolidation or merger, or that acquires such the assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to for a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the assets agrees by means of the supplemental indenture executed and delivered pursuant to under clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such the supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such the Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with for the Notes; (c) immediately after giving effect to such the consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such for the consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such the Opinion of Counsel to the Indenture Trustee) to stating that the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to stating that the effect that such consolidation, merger or sale and such the supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such the consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect stating that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect stating that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, all obligations under the Interest Rate Swaps and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ ' fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, all obligations under the Interest Rate Swaps and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture inden­ture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ attor­neys' fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ ' fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture inden­ture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ attor­neys' fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2015-B Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such the consolidation or merger, or that acquires such those assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to for a conveyance or transfer of all or substantially all of the assets included in the 2015-B Collateral, the Person that acquires such those assets agrees by means of the supplemental indenture executed and delivered pursuant to under clause (a) above that (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such the supplemental indenture, to that Person will indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such the consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such for the consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such the Opinion of Counsel to the Indenture Trustee) to stating that the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to stating that the effect that such consolidation, merger or sale and such the supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such the consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2013-B Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2013-B Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect stating that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect stating that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2014-B Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such the consolidation or merger, or that acquires such those assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to for a conveyance or transfer of all or substantially all of the assets included in the 2014-B Collateral, the Person that acquires such those assets agrees by means of the supplemental indenture executed and delivered pursuant to under clause (a) above that (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such the supplemental indenture, to that Person will indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such the consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such for the consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such the Opinion of Counsel to the Indenture Trustee) to stating that the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to stating that the effect that such consolidation, merger or sale and such the supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such the consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or transfer or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a transfer or conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture, the Indenture Supplements and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger merger, transfer or saleconveyance, no Default or Default, Event of Default or Amortization Event will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger merger, transfer or saleconveyance; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger merger, transfer or sale conveyance will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger merger, transfer or sale conveyance and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2012-B Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2012-B Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2012-A Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2012-A Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2015-A Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such the consolidation or merger, or that acquires such those assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to for a conveyance or transfer of all or substantially all of the assets included in the 2015-A Collateral, the Person that acquires such those assets agrees by means of the supplemental indenture executed and delivered pursuant to under clause (a) above that (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such the supplemental indenture, to that Person will indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such the consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such for the consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such the Opinion of Counsel to the Indenture Trustee) to stating that the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to stating that the effect that such consolidation, merger or sale and such the supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such the consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2013-A Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2013-A Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2014-A Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2014-A Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) above that (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to such Person will indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect stating that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect stating that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person Person, except as provided in the 2011-A Basic Documents, or convey or transfer all or substantially all of the assets included in the 2011-A Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2011-A Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 2011-B Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 2011-B Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, [all obligations under the Interest Rate Xxxxxx] and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, all obligations under the Interest Rate Swap and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture inden-ture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneysattor-neys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, all obligations under the Interest Rate Swap and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, all obligations under the Interest Rate Hxxxxx and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture inden­ture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ attor­neys' fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ ' fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the 20__-_ Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such the consolidation or merger, or that acquires such those assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to for a conveyance or transfer of all or substantially all of the assets included in the 20__-_ Collateral, the Person that acquires such those assets agrees by means of the supplemental indenture executed and delivered pursuant to under clause (a) above that (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such the supplemental indenture, to that Person will indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such the consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition has been satisfied with respect to such for the consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such the Opinion of Counsel to the Indenture Trustee) to stating that the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to stating that the effect that such consolidation, merger or sale and such the supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such the consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person or convey or transfer all or substantially all of the assets included in the Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, all obligations under the Interest Rate Swaps and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture inden-ture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneysattor-neys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Consolidation and Merger; Sale of Assets. The Issuer will not consolidate or merge with or into any other Person Person, except as provided in the 20_-_ Basic Documents, or convey or transfer all or substantially all of the assets included in the 20_-_ Collateral to any Person, unless: (a) the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires such the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, [all obligations under the Interest Rate Hedge] and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture; (b) with respect to a conveyance or transfer of all or substantially all of the assets included in the 20_-_ Collateral, the Person that acquires such the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (c) immediately after giving effect to such consolidation, merger or sale, no Default or Event of Default will have occurred and be continuing; (d) the Rating Agency Condition Confirmation has been satisfied obtained with respect to such consolidation, merger or sale; (e) the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger or sale will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer or any Titling Company to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; (f) any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and (g) the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger or sale and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).