Common use of Issuing Entity May Consolidate, etc., Only on Certain Terms Clause in Contracts

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien Lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Except as permitted by the Basic Documents, the Issuing Entity shall not convey or transfer any of its properties or assets, substantially as an entirety, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall: (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien Lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing EntityTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in a form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and Notes, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the NotesNotes and (F) such conveyance or transfer is expressly permitted by this Indenture, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing EntityTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger (A) shall be a Person organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, (B) shall not be subject to regulation as an “investment company” under the Investment Company Act and (C) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Rating Agency Condition Issuing Entity shall have been satisfied delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (A) such consolidation or merger and such Indenture Supplement comply with respect this Section 10.13, (B) all conditions precedent in this Section 10.13 relating to such transactiontransaction have been complied with (including any filing required by the Securities Exchange Act), and (C) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (iv) the Issuing Entity shall have received an Opinion written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of Counsel such consolidation or merger; (v) the Issuing Entity shall have received (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the an Issuing EntityEntity Tax Opinion and a Master Trust Tax Opinion, any Noteholder or any Certificateholderif applicable; (vvi) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vivii) such action shall not be contrary to the status of the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)as a qualified special purpose entity under SFAS 140. (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate thereof, or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Issuing Entity shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the an Issuing EntityEntity Tax Opinion and a Master Trust Tax Opinion, any Noteholder or any Certificateholderif applicable; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 10.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing EntityTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and Notes, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the NotesNotes and (F) such conveyance or transfer is expressly permitted by this Indenture, the Purchase Agreement, the Sale and Servicing Agreement and the Trust Agreement; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing EntityTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Rating Agency Condition Issuing Entity shall have been satisfied delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such Indenture Supplement comply with respect this Section 10.13, (ii) all conditions precedent in this Section 10.13 relating to such transactiontransaction have been complied with (including any filing required by the Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (iv) the Issuing Entity shall have received an Opinion written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of Counsel such consolidation or merger; (v) the Issuing Entity shall have received (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholdera Tax Opinion; (vvi) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vivii) such action shall not be contrary to the status of the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)as a qualified special purpose entity under existing accounting literature. (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate thereof, or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Issuing Entity shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholdera Tax Opinion; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 10.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger (A) shall be a Person organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, (B) shall not be subject to regulation as an “investment company” under the Investment Company Act and (C) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Rating Agency Condition Issuing Entity shall have been satisfied delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (A) such consolidation or merger and such Indenture Supplement comply with respect this Section 10.13, (B) all conditions precedent in this Section 10.13 relating to such transactiontransaction have been complied with (including any filing required by the Securities Exchange Act), and (C) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (iv) the Issuing Entity shall have received an Opinion written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of Counsel such consolidation or merger; (v) the Issuing Entity shall have received (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the an Issuing Entity, any Noteholder or any CertificateholderEntity Tax Opinion and a Master Trust Tax Opinion; (vvi) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vivii) such action shall not be contrary to the status of the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)as a qualified special purpose entity under existing accounting literature. (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate thereof, or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Issuing Entity shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the an Issuing Entity, any Noteholder or any CertificateholderEntity Tax Opinion and a Master Trust Tax Opinion; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 10.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Redemption Event shall have occurred and be continuing; (iii) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such Indenture Supplement comply with this Section 11.14, (ii) all conditions precedent in this Section 11.14 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such person; (iv) the Rating Agency Condition shall have been satisfied with respect to each outstanding Series of Notes as a result of such transactionconsolidation or merger; (ivv) the Issuing Entity shall have received an a Tax Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder); (vvi) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vivii) such action shall not be contrary to the status of the Issuing Entity as a qualified special purpose entity under existing accounting literature. Provided, however, that the preceding subsection (a) shall have delivered not apply to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger of the Issuing Entity and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)1995 Master Trust. (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted (the “Acquiring Person”) shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate, or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indentureIndenture Supplement, expressly agrees agree to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and Notes, (E) expressly agrees agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (F) not be an “investment company” as defined in the Investment Company Act; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Redemption Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to each outstanding Series of Notes as a result of such transactionconveyance or transfer; (iv) the Issuing Entity shall have received an a Tax Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder); (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 11.14, the Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against the Acquiring Person and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger (A) shall be a Person organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, (B) shall not be subject to regulation as an “investment company” under the Investment Company Act and (C) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Rating Agency Condition Issuing Entity shall have been satisfied delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (A) such consolidation or merger and such Indenture Supplement comply with respect this Section 10.13, (B) all conditions precedent in this Section 10.13 relating to such transactiontransaction have been complied with (including any filing required by the Securities Exchange Act), and (C) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (iv) the Issuing Entity shall have received an Opinion written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of Counsel such consolidation or merger; (v) the Issuing Entity shall have received (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the an Issuing EntityEntity Tax Opinion and a Master Trust Tax Opinion, any Noteholder or any Certificateholderif applicable; (vvi) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vivii) such action shall not be contrary to the status of the Issuing Entity shall have delivered as a qualifying special-purpose entity under SFAS 140 as in effect prior to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)November 15, 2009. (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate thereof, or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Issuing Entity shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the an Issuing EntityEntity Tax Opinion and a Master Trust Tax Opinion, any Noteholder or any Certificateholderif applicable; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 10.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, Person unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Indenture Default shall have occurred and be continuing; (iii) the Issuing Entity shall have provided each Rating Agency Condition 10 days’ prior written notice thereof, and no Rating Agency shall have been satisfied with respect notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to such transaction;any Class of Notes; 26 (NALT 20[●]-[●] Indenture) (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse (A) affect the treatment of the Notes [(other than the Tax Retained Notes, if any)] as debt for U.S. federal income tax consequence purposes, (B) be deemed to cause a taxable exchange of the Notes [(other than the Tax Retained Notes, if any)] for U.S. federal income tax purposes or (C) cause the Issuing Entity, any Noteholder the Depositor or any Certificateholderthe Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson other than pursuant to the terms of the Basic Documents, unless: (i) the Person that acquires by conveyance or transfer the such properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuing Entity Entity, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Indenture Default shall have occurred and be continuing; (iii) the Issuing Entity shall have provided each Rating Agency Condition 10 days’ prior written notice thereof, no Rating Agency shall have been satisfied with respect notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to such transactionany Class of Notes; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse (A) affect the treatment of the Notes as debt for U.S. federal income tax consequence purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes or (C) cause the Issuing Entity, any Noteholder the Depositor or any Certificateholderthe Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger (i) shall be a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Rating Agency Condition Issuing Entity shall have been satisfied delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such Indenture Supplement comply with respect this Section 10.13, (ii) all conditions precedent in this Section 10.13 relating to such transactiontransaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (iv) the Issuing Entity shall have received an Opinion written confirmation from each Note Rating Agency that there will be no Ratings Effect with respect to any Outstanding Notes as a result of Counsel such consolidation or merger; (v) the Issuing Entity shall have received (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the an Issuing Entity, any Noteholder or any CertificateholderEntity Tax Opinion and a Master Trust Tax Opinion; (vvi) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vivii) such action shall not be contrary to the status of the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act)as a qualified special purpose entity under existing accounting literature. (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate, or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Issuing Entity shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the an Issuing Entity, any Noteholder or any CertificateholderEntity Tax Opinion and a Master Trust Tax Opinion; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 10.13 and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, Person unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make 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 and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Indenture Default shall have occurred and be continuing; (iii) the Issuing Entity shall have provided each Rating Agency Condition 10 days’ prior written notice thereof, and no Rating Agency shall have been satisfied with respect notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to such transactionany Class of Notes; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse (A) affect the treatment of the Notes [(other than the Tax Retained Notes, if any)] as debt for federal income tax consequence purposes, (B) be deemed to cause a taxable exchange of the Notes [(other than the Tax Retained Notes, if any)] for federal income tax purposes or (C) cause the Issuing Entity, any Noteholder the Depositor or any Certificateholderthe Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any PersonPerson other than pursuant to the terms of the Basic Documents, unless: (i) the Person that acquires by conveyance or transfer the such properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) expressly assumesassume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees agree to indemnify, defend and hold harmless the Issuing Entity Entity, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Indenture Default shall have occurred and be continuing; (iii) the Issuing Entity shall have provided each Rating Agency Condition 10 days’ prior written notice thereof, no Rating Agency shall have been satisfied with respect notified the Indenture Trustee, the Administrative Agent or the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to such transactionany Class of Notes; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse (A) affect the treatment of the Notes as debt for federal income tax consequence purposes, (B) be deemed to cause a taxable exchange of the Notes for federal income tax purposes or (C) cause the Issuing Entity, any Noteholder the Depositor or any Certificateholderthe Titling Trust to be taxable as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement or this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuing Entity May Consolidate, etc., Only on Certain Terms. (a) The Issuing Entity shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuing Entity) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, 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 Certificates and the performance or observance of every agreement and covenant of this Indenture and the other Basic Documents on the part of the Issuing Entity to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition Agencies shall have been satisfied with respect notified the Issuing Entity that such transaction shall not cause the rating of the Notes or the Certificates to such transactionbe reduced, suspended or withdrawn or to be considered by either Rating Agency to be below investment grade without taking into account the Credit Enhancement Instrument; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) The Issuing Entity shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any Person, unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuing Entity the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form 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 on the part of the Issuing Entity to be performed or observed, all as provided herein, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuing Entity against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition Agencies shall have been satisfied with respect notified the Issuing Entity that such transaction shall not cause the rating of the Notes or the Certificates to such transactionbe reduced, suspended or withdrawn; (iv) the Issuing Entity shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence to the Issuing Entity, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuing Entity shall have delivered to the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filing required by the Exchange Act).