Common use of Merger or Consolidation of, or Assumption of the Obligations of, Depositor Clause in Contracts

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveDepositor.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Backup Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Backup Servicer, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveDepositor.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveDepositor.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to [the Backup Servicer,] the Owner Trustee Trustee[, the Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to [the Backup Servicer,] the Owner Trustee Trustee[, the Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Depositor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.312.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterest. Notwithstanding anything to the contrary contained hereinforgoing, the execution Depositor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without the prior written consent of the foregoing agreement of assumption and compliance with clauses (x)Insurer, (y) and (z) above shall not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions necessary to perfect the interests of the Issuing Entity and the Indenture Trustee have been taken, including that all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuing Entity and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Depositor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.312.03 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterest. Notwithstanding anything to the contrary contained hereinforgoing, the execution Depositor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without the prior written consent of the foregoing agreement of assumption and compliance with clauses (x)Surety Bond Issuer, (y) and (z) above shall not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HMFC, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and (z) the Rating Agency Condition interest. It shall have been satisfied. Notwithstanding anything be a condition precedent to the contrary contained herein, the execution any of the foregoing agreement transactions that (1) each Rating Agency will be notified of assumption any merger, consolidation or succession pursuant to this Section 6.04 and compliance with clauses (x)each Rating Agency shall notify the Indenture Trustee in writing that such merger, (y) consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (z2) above the organizational documents of the surviving entity shall be conditions contain bankruptcy remoteness protections that are not materially less favorable to the consummation Noteholders than those contained in the Certificate of Incorporation and Bylaws of the transactions referred to in clauses (i), (ii) and (iii) aboveDepositor.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; provided, which Person in however, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Mellon Auto Receivables Corporation, executes an agreement of assumption to perform every obligation of the Depositor under this Agreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.2 or 7.1 shall have been breached and no Event of Servicing Termination, and no event that, after notice or lapse of time, or both would become an Event of Servicing Termination shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption assumption, comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Trust or the Certificateholders and (vi) unless Mellon Auto Receivables Corporation is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee Collateral Agent an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, Receivables and of the Collateral Agent in the Reserve Account and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this the Agreement and the Reimbursement Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this the Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 12.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3, 16.3 and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the interest. The Depositor shall provide notice of any merger, consolidation or succession pursuant to this Section 16.3 to each Rating Agency Condition shall have been satisfiedand the Surety Bond Issuer. Notwithstanding anything herein to the contrary contained hereincontrary, the execution Depositor shall not consummate any transaction of a type referred to in clauses (a), (b) or (c) above unless at such time or prior thereto the foregoing agreement of assumption shall have been executed and compliance with clauses (x), (y) and (z) above shall be the conditions to the consummation of the transactions referred to described in clauses (i), (ii) and (iii) aboveshall have been satisfied.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall be merged or consolidated, (iib) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iiic) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (xi) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, 4.3 and (yii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the ReceivablesContracts and the other Trust Property, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) interest. The Depositor shall provide notice of any merger, conversion, consolidation or succession pursuant to this Section 4.3 to the Rating Agency Condition shall have been satisfiedAgencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), (yi) and (zii) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Swap Counterparty an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Swap Counterparty an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 22 (2021-B Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2020-C Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; provided, which Person in however, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Ace Securities Corp. executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuing Entity, the Noteholders or the Certificateholders and (vi) unless Ace Securities Corp., is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2016-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2020-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into with which the Depositor shall be merged merge or consolidated, (ii) resulting from any merger, conversion consolidate or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption permit to all or substantially all of become the business of successor to the Depositor, which Person in any of the foregoing cases executes 's business shall execute an agreement of assumption to perform of every obligation of the Depositor under this AgreementAgreement and the other Basic Documents. Whether or not such assumption agreement is executed, such successor Person shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. The Depositor shall provide prompt notice of any merger, howeverconsolidation or succession pursuant to this Section 6.04 to the Owner Trustee, that the Indenture Trustee, the Servicer, the Securityholders and the Rating Agencies. Notwithstanding the foregoing, the Depositor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Depositor's business unless (w) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.02 or 6.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (x) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent provided for in this Agreement relating to such transaction have been complied with, (y) the Rating Agency Condition shall have been satisfied and (z) the Depositor shall have delivered to the Owner Trustee, the Indenture Trustee and the Indenture Trustee Servicer an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterest.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2018-B Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2024-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all actions necessary to perfect the interests of the Issuing Entity and the Indenture Trustee have been taken, including that all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuing Entity and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2019-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made by the Depositor pursuant to Section 3.01 shall have been breached (unless the applicable breach shall have been cured, or the applicable Receivable shall have been purchased in accordance therewith), (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Depositor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.312.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest interest. Notwithstanding the forgoing, the Depositor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without the prior written consent of the Insurer, not to be unreasonably withheld and (z) without notifying the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveproposed merger or consolidation.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2023-C Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2018-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made by the Depositor pursuant to Section 3.01 shall have been breached (unless the applicable breach shall have been cured, or the applicable Receivable shall have been purchased in accordance with therewith), (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2020-B Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveDepositor.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution limited liability company agreement of the foregoing agreement of assumption Depositor. 20 (2023-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption Depositor. 36 (2014-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Depositor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this the Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this the Agreement; provided, however, that (xi) immediately after giving effect to such , no representation or warranty made pursuant to Section 7.01 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.312.02 and that all conditions precedent, if any, provided for in the Agreement relating to such have been complied with and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and POOLING AND SERVICING AGREEMENT protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest interest. Notwithstanding the foregoing, the Depositor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without the prior written consent of the Insurer, not to be unreasonably withheld and (z) without notifying the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveproposed merger or consolidation.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; PROVIDED, which Person in HOWEVER, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Mellon Auto Receivables Corporation, executes an agreement of assumption to perform every obligation of the Depositor under this Agreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.2 or 7.1 shall have been breached and no Event of Servicing Termination, and no event that, after notice or lapse of time, or both would become an Event of Servicing Termination shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption assumption, comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Trust or the Certificateholders and (vi) unless Mellon Auto Receivables Corporation is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; PROVIDED, which Person in HOWEVER, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Mellon Auto Receivables Corporation executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (vi) unless Mellon Auto Receivables Corporation, is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by SunTrust Banks, Inc., which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.35.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and (z) interest. The Depositor will provide notice of any merger, conversion, consolidation, or succession pursuant to this Section 5.3 to the Rating Agency Condition shall have been satisfiedAgencies. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), ) and (y) and (z) above shall of this Section 5.3 will be conditions to the consummation of any of the transactions referred to in clauses (i), (ii) and or (iii) aboveof this Section 5.3 in which the Depositor is not the surviving entity.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption Depositor. 36 (2015-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. (a) Any Person person (i) into which the Depositor shall may be merged or consolidated, (ii) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iii) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of Depositor substantially as a whole, shall be the successor to the Depositor, which Person in respectively, without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (A) the surviving Depositor executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (B) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default, Event of Default or Administrator Default and no event that, after notice or lapse of time, or both, would become a Servicer Default, Event of Default or Administrative Default shall have occurred and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xC) the Depositor shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yD) such transaction will not result in a material adverse federal or state tax consequence to the Issuer or the Noteholders and (F) the Depositor shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel either (A1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables, Financed Student Loans and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Requirement shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counselCounsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterest. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption Depositor. 36 (2013-B Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that as a condition to the consummation of any of the transactions referred to in clauses (a), (b) or (c) above, (i) immediately after giving effect to such transaction, (x) no representation or warranty made pursuant to Section 6.1 would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (y) no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to [the Owner Trustee and Certificate Insurer and] the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of or assumption comply with this Section 6.36.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Depositor shall have delivered [to the Owner Trustee and Certificate Insurer and] the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest interest, (iv) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have happened and be continuing, (v) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions similar to those of the Depositor's certificate of incorporation in respect of the issuance of debt, independent directors and bankruptcy remoteness and (zvi) the Depositor shall have received confirmation from each Rating Agency Condition that the then current rating of the Class A Certificates will not be downgraded as a result of such merger, consolidation or succession. A copy of such confirmation shall have been satisfiedbe provided to the Trustee. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses clause (xi), (yii), (iii) and or (ziv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption Depositor. 36 (2015-B Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; provided, which Person in however, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Ace Securities Corp. executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (vi) unless Ace Securities Corp., is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.dl shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to [the Backup Servicer], the Owner Trustee Trustee, [the Swap Counterparty] and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to [the Backup Servicer], the Owner Trustee Trustee, [the Swap Counterparty] and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.01 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made by the Depositor pursuant to Section 3.01 shall have been breached (unless the applicable breach shall have been cured, or the applicable Receivable shall have been purchased in accordance therewith), (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterests. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (xi), (yii), (iii) and (ziv) above shall be conditions to the consummation of the transactions referred to in clauses (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; PROVIDED, which Person in HOWEVER, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Barnett Auto Receivables Corp., executes an agreement of assumption xx xxxxmption to perform every obligation of the Depositor under this Agreement; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 2.2 or 7.1 shall have been breached and no Event of Servicing Termination, and no event that, after notice or lapse of time, or both would become an Event of Servicing Termination shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption assumption, if any, comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Trust or the Certificateholders and (vi) unless Barnett Auto Receivables Corp. is the surviving entity, xxx Xepositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that as a condition to the consummation of any of the transactions referred to in clauses (a), (b) or (c) above, (i) immediately after giving effect to such transaction, (x) no representation or warranty made pursuant to Section 6.1 would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (y) no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee Certificate Insurer and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of or assumption comply with this Section 6.36.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Depositor shall have delivered to the Owner Trustee Certificate Insurer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest interest, (iv) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have happened and be continuing, (v) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions similar to those of the Depositor's certificate of incorporation in respect of the issuance of debt, independent directors and bankruptcy remoteness and (zvi) the Depositor shall have received confirmation from each Rating Agency Condition that the then current rating of the Class A Certificates will not be downgraded as a result of such merger, consolidation or succession. A copy of such confirmation shall have been satisfiedbe provided to the Trustee. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses clause (xi), (yii), (iii) and or (ziv) above shall be conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement and the Reimbursement Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 8.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3, 16.3 and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the interest. The Depositor shall provide notice of any merger, consolidation or succession pursuant to this Section 12.3 to each Rating Agency Condition shall have been satisfiedand the Surety Bond Issuer. Notwithstanding anything herein to the contrary contained hereincontrary, the execution Depositor shall not consummate any transaction of a type referred to in clauses (a), (b) or (c) above unless at such time or prior thereto the foregoing agreement of assumption shall have been executed and compliance with clauses (x), (y) and (z) above shall be the conditions to the consummation of the transactions referred to described in clauses (i), (ii) and (iii) aboveshall have been satisfied.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; provided, which Person in however, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Xxxxxxx Auto Receivables Corp. executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (vi) unless Xxxxxxx Auto Receivables Corp., is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; providedPROVIDED, howeverHOWEVER, that as a condition to the consummation of any of the transactions referred to in clauses (a), (b) or (c) above, (i) immediately after giving effect to such transaction, (x) no representation or warranty made pursuant to Section 6.1 would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (y) no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee Certificate Insurer and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of or assumption comply with this Section 6.36.3 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yiii) the Depositor shall have delivered to the Owner Trustee Certificate Insurer and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest interest, (iv) immediately after giving effect to such transaction, no Insurance Agreement Event of Default and no event that, after notice or lapse of time, or both, would become an Insurance Agreement Event of Default shall have happened and be continuing, (v) the organizational documents of the Person surviving or resulting from such transaction shall contain provisions similar to those of the Depositor's certificate of incorporation in respect of the issuance of debt, independent directors and bankruptcy remoteness and (zvi) the Depositor shall have received confirmation from each Rating Agency Condition that the then current rating of the Class A Certificates or the Class B Certificates, as applicable, will not be downgraded as a result of such merger, consolidation or succession. A copy of such confirmation shall have been satisfiedbe provided to the Trustee. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses clause (xi), (yii), (iii) and or (ziv) above shall be 90 conditions to the consummation of the transactions referred to in clauses clause (ia), (iib) and or (iiic) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business of the DepositorDepositor substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this the Agreement and the Reimbursement Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this the Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 12.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s 's Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3, 16.3 and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the interest. The Depositor shall provide notice of any merger, consolidation or succession pursuant to this Section 16.3 to each Rating Agency Condition shall have been satisfiedand the Surety Bond Issuer. Notwithstanding anything herein to the contrary contained hereincontrary, the execution Depositor shall not consummate any transaction of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions a type referred to in clauses (ia), (iib) and or (iiic) above.above unless at such time or prior thereto

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. (a) Any Person person (i) into which the Depositor shall or Bank One may be merged or consolidated, (ii) resulting which may result from any merger, conversion merger or consolidation to which the Depositor or Bank One shall be a party or (iii) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor or Bank One, respectively, without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; provided, which Person in however, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (A) the surviving Depositor executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (B) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5.01 shall have been breached and no Servicer Default, Event of Default or Administrator Default and no event that, after notice or lapse of time, or both, would become a Servicer Default, Event of Default or Administrative Default shall have occurred and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xC) the Depositor shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yD) such transaction will not result in a material adverse federal or state tax consequence to the Issuer or the Noteholders and (F) the Depositor shall have delivered to the Owner Eligible Lender Trustee and the Indenture Trustee an Opinion of Counsel either (A1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Eligible Lender Trustee and the Indenture Trustee, respectively, in the Receivables, Financed Student Loans and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest interests; and (z) provided, further, that Bank One hereby covenants that, unless Bank One is the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained hereinsurviving entity, the execution it will not consummate any of the foregoing agreement transactions unless Bank One shall have delivered to the Eligible Lender Trustee and the Indenture Trustee an Opinion of assumption Counsel either (Y) stating that in the opinion of such counsel, all financing statements and compliance with clauses continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Eligible Lender Trustee and the Indenture Trustee, respectively, in the Financed Student Loans and reciting the details of such filings, or (x)Z) stating that, (y) and (z) above in the opinion of such counsel, no such action shall be conditions necessary to the consummation of the transactions referred to in clauses (i), (ii) preserve and (iii) aboveprotect such interests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party party, or (iiic) that shall which may succeed by purchase and assumption to all or substantially all of the business properties and assets of the Depositor's business, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement hereunder without the execution or filing of any other document or any further act on the part of by any of the parties to this Agreement; provided, however, that (xi) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be continuing, (ii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.312.02 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (yiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counselCounsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfiedinterest. Notwithstanding anything to the contrary contained hereinforgoing, the execution Depositor shall not engage in any merger or consolidation with any Person, or a disposition of all or substantially all of its assets without the prior written consent of the foregoing agreement of assumption and compliance with clauses (x)Surety Bond Issuer, (y) and (z) above shall not to be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveunreasonably withheld.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Subject to Section 5.13 hereof, any Person (i) into which the Depositor shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all the business of the business Depositor, or (iv) exercising control directly or indirectly of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption acceptable, in their respective absolute discretion, to each of the Agent and the Indenture Trustee, to perform every obligation of the Depositor under this AgreementAgreement and the other Transaction Documents to which the Depositor is a party, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (xa) immediately after giving effect to such transaction, (1) no representation or warranty made pursuant to Section 3.02(a) would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (2) no event that, after notice or lapse of time, or both, would become an Event of Default or a Termination Event, shall have occurred and be continuing, (b) the Depositor shall have delivered to the Owner Trustee Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger, or succession and such agreement of or assumption comply with this Section 6.3and Section 5.13(iii) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yc) the Depositor shall have delivered to the Owner Trustee Agent and the Indenture Trustee an Opinion of Counsel either (A1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Noteholders in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.such

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting which may result from any merger, conversion merger or consolidation to which the Depositor shall be a party or (iiic) that shall which may succeed by purchase to the properties and assumption to all or substantially all assets of the business Depositor substantially as a whole, shall be the successor to the Depositor without the execution or filing of any document or any further act by any of the Depositorparties to this Agreement; PROVIDED, which Person in HOWEVER, that the Depositor hereby covenants that it will not consummate any of the foregoing cases transactions except upon satisfaction of the following: (i) the surviving Depositor if other than Xxxxxxx Auto Receivables Corp. executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 or 6.1 shall have been breached and no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default shall have happened and be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; providedcontinuing, however, that (xiii) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Officers' Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger or succession and such agreement of assumption comply with this Section 6.3and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction, (yiv) the surviving Depositor shall have a consolidated net worth at least equal to that of the predecessor Depositor, (v) such transaction will not result in a material adverse federal or state tax consequence to the Issuer, the Noteholders or the Certificateholders and (vi) unless Xxxxxxx Auto Receivables Corp., is the surviving entity, the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Owner Trustee and the Indenture Trustee, respectively, in the Receivables, Receivables and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) aboveinterests.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (i) into which the Depositor shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (iv) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HMFC, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and (z) the Rating Agency Condition interest. It shall have been satisfied. Notwithstanding anything be a condition precedent to the contrary contained herein, the execution any of the foregoing agreement transactions that (1) each Rating Agency will be notified of assumption any merger, consolidation or succession pursuant to this Section 6.04 and compliance with clauses (x)each Rating Agency shall notify the Indenture Trustee in writing that such merger, (y) consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (z2) above the organizational documents of the surviving entity shall be conditions contain bankruptcy remoteness protections that are not materially less favorable to the consummation Noteholders than those contained in the Certificate of Incorporation and Bylaws of the transactions referred to in clauses (i), (ii) and (iii) aboveDepositor.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Subject to Section 5.13 hereof, any Person (i) into which the Depositor shall may be merged or consolidated, (ii) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be a party or party, (iii) that shall succeed by purchase and assumption succeeding to all or substantially all the business of the business Depositor, or (iv) exercising control directly or indirectly of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption acceptable, in their respective absolute discretion, to each of the Agent and the Indenture Trustee, to perform every obligation of the Depositor under this AgreementAgreement and the other Transaction Documents to which the Depositor is a party, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (xa) immediately after giving effect to such transaction, (1) no representation or warranty made pursuant to Section 3.02(a) would have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction) and (2) no event that, after notice or lapse of time, or both, would become a Servicer Event of Default, an Event of Default or a Termination Event, shall have occurred and be continuing, (b) the Depositor shall have delivered to the Owner Trustee Agent and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such mergerconsolidation, conversion, consolidation merger, or succession and such agreement of or assumption comply with this Section 6.3and Section 5.13(iii) and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (yc) the Depositor shall have delivered to the Owner Trustee Agent and the Indenture Trustee an Opinion of Counsel either (A1) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, Noteholders in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B2) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest interest, and (zd) the Rating Agency Condition organizational documents of the Person surviving or resulting from such transaction shall have been satisfiedcontain provisions the same in substantive effect as those of the Depositor’s articles of incorporation in respect of the issuance of debt, the independent director and bankruptcy remoteness. The Depositor shall provide written notice of any merger, consolidation, conversion, or succession pursuant to this Section and Section 5.13(iii) to the Agent. Notwithstanding anything herein to the contrary contained hereincontrary, the execution of the foregoing agreement of assumption and compliance with clauses (x), a) through (y) and (ze) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and ), (iii) or (iv) above.

Merger or Consolidation of, or Assumption of the Obligations of, Depositor. Any Person (ia) into which the Depositor shall may be merged or consolidated, (iib) resulting from any merger, conversion conversion, or consolidation to which the Depositor shall be is a party or party, (iiic) that shall succeed by purchase and assumption succeeding to all or substantially all of the business of the Depositor, or (d) more than 50% of the voting stock or voting power and 50% or more of the economic equity of which is owned directly or indirectly by any affiliate of HCA, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall will be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided. Notwithstanding the foregoing, howeverif the Depositor enters into any of the foregoing transactions and is not the surviving entity, that (x) the Depositor shall have delivered deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.36.04 and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with and (y) the Depositor shall have delivered will deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized executed and filed that are necessary fully to fully preserve and protect the interest of the Trust Issuer and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are givenfilings, or (B) stating that, in the opinion of such counsel, no such action shall be is necessary to fully preserve and protect such interest and interest. It shall be a condition precedent to any of the foregoing transactions that (z1) the Rating Agency Condition shall have been satisfied. Notwithstanding anything be satisfied (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such merger, consolidation or succession shall not result in a reduction, withdrawal or downgrade of the then-current rating of each class of Notes and (2) the organizational documents of the surviving entity shall contain bankruptcy remoteness protections that are not materially less favorable to the contrary Noteholders than those contained herein, in the execution Certificate of Incorporation and Bylaws of the foregoing agreement of assumption Depositor. 35 (2013-A Sale and compliance with clauses (xServicing Agreement), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.