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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the each Rating Agency Condition shall have been satisfied with respect notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to such transactionany Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than Except as specifically contemplated by expressly provided in this Indenture or in the Transaction Basic Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the each Rating Agency Condition shall have been satisfied with respect notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to such transactionany Class of Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Section 3.10 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than Except as specifically contemplated by expressly provided in this Indenture or in the Transaction Basic Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Section 3.10 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any other PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Notes and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Early Amortization Event, Indenture Default or Indenture Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien Lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III Section 3.10(a) and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateProperty, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each of the Basic Documents on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, securities and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Early Amortization Event, Indenture Default or Indenture Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any CertificateholderCertificate holder; (v) any action that as is necessary to maintain the lien Lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Section 3.10(b) and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

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

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any other PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Issuer or any CertificateholderNoteholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

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

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall (if other than the IssuerA) shall be a Person organized and existing under the laws of the United States of America or any State and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture and the Series Supplement on the part of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, Servicing Agreement and the other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to Duke Energy Progress, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Duke Energy Progress and the Indenture Trustee, and which may be based on a ruling from the due Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, Duke Energy Progress, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and punctual payment the perfected security interest in the Collateral created by this Indenture shall have been taken as evidenced by an Opinion of Counsel of external counsel of the principal Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and interest on such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinherein and in the Series Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the Storm Recovery Bonds, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Collateral and the Storm Recovery Bonds and (F) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement, assumes all obligations and succeeds to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to Duke Energy Progress, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to Duke Energy Progress, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder Duke Energy Progress, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain the lien Lien and the perfected security interest in the Collateral created by this Indenture shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel of external counsel of the Issuer each stating that such consolidation sale, conveyance, exchange, transfer or merger other disposition and such supplemental indenture comply with this Article III Indenture and that all conditions precedent herein provided for in this Indenture relating Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency Condition and each Rating Agency, within ten days, either (1) confirms in writing that such consolidation or merger shall have been satisfied with respect not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such transactionconsolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction consolidation or merger, for United States federal income tax purposes, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain the lien and security interest created by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Basic Documents, the Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency Condition and each Rating Agency, within ten days, either (A) confirms in writing that such consolidation or merger shall have been satisfied with respect not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn or (B) has not confirmed in writing that such transactionconsolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that (A) following such transaction conveyance or transfer, for United States federal income tax purposes, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such conveyance or transfer will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such conveyance or transfer will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain the lien and security interest Lien created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall a. be a Person organized and existing under the laws of the United States of America or any State and shall State, b. expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due performance or observance of every agreement and punctual payment covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and c. assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to PG&E, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to PG&E, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, PG&E, the Indenture Trustee or the then existing Bondholders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture and each Series Supplement and that all Notes conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Recovery Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted: (i) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (ii) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinherein and in the Series Supplement, (iii) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (iv) unless otherwise provided in the supplemental indenture referred to in clause (i) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the Recovery Bonds (including the enforcement costs of such indemnity), (v) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Recovery Bonds and (vi) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement, assumes all obligations and succeeds to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to PG&E, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to PG&E, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or State income tax consequence to the Issuer, any Noteholder PG&E, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain the lien Lien and the perfected security interest in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel of external counsel of the Issuer each stating that such consolidation sale, conveyance, exchange, transfer or merger other disposition and such supplemental indenture comply with this Article III Indenture and each Series Supplement and that all conditions precedent herein provided for in this Indenture relating Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee, the Calculation Agent and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied (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 transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState and treated as a United States person under Section 7701(a)(30) of the Code, (B) shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transactiontransaction (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); (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied (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 transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState and treated as a United States person under Section 7701(a)(30) of the Code, (B) shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transactiontransaction (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); (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Parent or permit Parent to consolidate with or merge into the Issuer or (ii) except to the extent permitted under Section 1012, directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other PersonPerson or Persons or permit any other Person to consolidate with or merge into the Issuer or (ii) (other than, to the extent permitted under Section 1012, to a Restricted Subsidiary that is or becomes a Guarantor and an Offering Proceeds Note Guarantor or to Parent so long as Parent is a Guarantor) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons, unless: (i1) in a transaction in which the Issuer is not the surviving Person formed by or surviving such consolidation in which the Issuer transfers, sells, leases, conveys or merger (if otherwise disposes of all or substantially all of its assets to any other than Person, the Issuer) shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment all of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of Issuer’s obligations under this Indenture on the part of the Issuer to be performed or observed, all as provided hereinIndenture; (ii2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, the Issuer (or the successor entity) could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 1011; (iv4) if, as a result of any such transaction, Property of the Issuer (or the successor entity) or any Issuer Restricted Subsidiary would become subject to a Lien prohibited by the provisions of Section 1014, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the provisions of this paragraph; and (vi6) Parent and the Issuer shall have delivered to the Indenture Trustee an Issuer’s Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation consolidation, merger, transfer, sale, lease, conveyance or merger and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction herein have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Level 3 Parent or permit Level 3 Parent to consolidate with or merge into the Issuer or (ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Level 3 Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (A) consolidate with or merge into any other Personperson or persons or permit any other person to consolidate with or merge into the Issuer or (B) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other person or persons (other than (w) to a Subsidiary that is or becomes a Guarantor and a Loan Proceeds Note Guarantor at the time of such transfer, sale, lease, conveyance or disposition or to Level 3 Parent so long as Level 3 Parent is a Guarantor, (x) any transfer of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.08(b)(xxvii), (y) any transfer of Receivables to a Receivables Subsidiary in connection with a Qualified Receivables Facility permitted under Section 9.08(b)(xxviii), or (z) any transfer of Digital Products to a Digital Products Subsidiary in connection with a Qualified Digital Products Facility permitted under Section 9.08(b)(xxx)), unless: (i1) in a transaction in which the Person formed by Issuer is not the surviving person or surviving such consolidation in which the Issuer transfers, sells, leases, conveys or merger (if otherwise disposes of all or substantially all of its assets to any other than person, the Issuer) shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment all of the principal of Issuer’s obligations under this Indenture and interest on all Notes and shall expressly assume the performance or observance of every agreement the covenants and covenant of this Indenture on the part obligations of the Issuer under the Collateral Documents and shall cause such amendments, supplements or other instruments to be performed executed, filed and recorded in such jurisdictions as may be required by applicable law to cause any property or observedassets that constitute Collateral to be subject to a Lien securing the Securities, all together with such financing statements or comparable documents as provided hereinmay be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (ii2) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of the Issuer (or the successor entity) or a Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction[reserved]; (iv4) if, as a result of any such transaction, property of the Issuer (or the successor entity) or any Subsidiary would become subject to a Lien prohibited by the provisions of Section 9.10, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one person and such person shall have complied with all the provisions of this paragraph; and (vi6) Level 3 Parent and the Issuer shall have delivered to the Indenture Trustee an Issuer’s Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation consolidation, merger, transfer, sale, lease, conveyance or merger and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Article III 7 and that all conditions precedent provided for in this Indenture relating to such transaction herein have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any at all times own all the issued and outstanding Equity Interests of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Level 3 Communications.

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied (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 transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState and treated as a United States Person under Section 7701(a)(30), (B) shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transactiontransaction (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); (iv) the Issuer shall have received an Opinion of Counsel which may not be in-house counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects.

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Trust or any CertificateholderNoteholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any other PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Trust or any CertificateholderNoteholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency Condition and each Rating Agency, within ten days, either (A) confirms in writing that such consolidation or merger shall have been satisfied with respect not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (B) has not confirmed in writing that such transactionconsolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction consolidation or merger, for United States federal income tax purposes, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain the lien and security interest created by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Basic Documents, the Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency Condition and each Rating Agency, within ten days, either (A) confirms in writing that such consolidation or merger shall have been satisfied with respect not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn or (B) has not confirmed in writing that such transactionconsolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that (A) following such transaction conveyance or transfer, for United States federal income tax purposes the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, (B) such conveyance or transfer will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such conveyance or transfer will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain the lien and security interest Lien created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor Trustee and the Indenture TrusteeInsurer (so long as no Insurer Default shall have occurred and be continuing), the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transactionconsolidation or merger, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transactionconsolidation or merger; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture TrusteeTrustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing) to the effect that such transaction consolidation or merger will not have any material adverse tax consequence to the IssuerTrust, the Insurer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Officer's Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied compiled with (including any filing filings required by the Exchange Act); and (vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer shall have given the Insurer written notice of such consolidation or merger at least 20 Business Days prior to the consummation of such action and shall have received the prior written approval of the Insurer of such consolidation or merger and the Issuer or the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust Estate, to any other PersonPerson (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture TrusteeTrustee and the Insurer (so long as no Insurer Default shall have occurred and be continuing), the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transactionconveyance or transference, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transactionconveyance or transference; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the DepositorInsurer (so long as no Insurer Default shall have occurred and be continuing) to the effect that such transaction conveyance or transference will not have any material adverse tax consequence to the IssuerTrust, the Insurer, any Noteholder or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Officer's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer transference and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) so long as no Insurer Default shall have occurred and be continuing, the Issuer shall have given the Insurer written notice of such conveyance or transfer of properties or assets at least 20 Business Days prior to the consummation of such action and shall have received the prior written approval of the Insurer of such conveyance or transfer and the Person acquiring by conveyance or transference the properties or assets of the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency Condition and each Rating Agency, within ten days, either (1) confirms in writing that such consolidation or merger shall have been satisfied with respect not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such transactionconsolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that (A) following such transaction consolidation or merger, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, each for United States federal income tax purposes, (B) such consolidation or merger will not cause the Notes to be characterized other than as indebtedness for United Sates federal income tax purposes and (C) such consolidation or merger will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain the lien and security interest created by Lien of this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture herein relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Basic Documents, the Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Noteholders and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Issuer has delivered prior written notice of such consolidation or merger to each Rating Agency Condition and each Rating Agency, within ten days, either (1) confirms in writing that such consolidation or merger shall have been satisfied with respect not cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn, or (2) has not confirmed in writing that such transactionconsolidation or merger shall cause the then-current rating of any class of Notes to be qualified, reduced or withdrawn; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that (A) following such transaction conveyance or transfer, the Issuer (or the surviving entity or transferee) will not be classified as an association or a publicly traded partnership taxable as a corporation, each for United States federal income tax purposes, (B) such conveyance or transfer will not cause the Notes to be characterized other than as indebtedness for United States federal income tax purposes and (C) such conveyance or transfer will not cause the Notes to be deemed to have any material adverse tax consequence to been exchanged for purposes of Section 1001 of the Issuer, any Noteholder or any CertificateholderCode; (v) any action that is necessary to maintain the lien and security interest Lien created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Parent or permit Parent to consolidate with or merge into the Issuer or (ii) except to the extent permitted under Section 1012, directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other PersonPerson or Persons or permit any other Person to consolidate with or merge into the Issuer or (ii) (other than, to the extent permitted under Section 1012, to a Restricted Subsidiary that is or becomes a Guarantor and an Offering Proceeds Note Guarantor or to Parent so long as Parent is a Guarantor) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons, unless: (i1) in a transaction in which the Issuer is not the surviving Person formed by or surviving such consolidation in which the Issuer transfers, sells, leases, conveys or merger (if otherwise disposes of all or substantially all of its assets to any other than Person, the Issuer) shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment all of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of Issuer’s obligations under this Indenture on the part of the Issuer to be performed or observed, all as provided hereinIndenture; (ii2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, the Issuer (or the successor entity) could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 1011; (iv4) if, as a result of any such transaction, Property of the Issuer (or the successor entity) or any Issuer Restricted Subsidiary would become subject to a Lien prohibited by the provisions of Section 1014, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the provisions of this paragraph; and (vi6) Parent and the Issuer shall have delivered to the Indenture Trustee an Issuer’s Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation consolidation, merger, transfer, sale, lease, conveyance or merger and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any other Personassociated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (i1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than the Issuer) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States States, any state thereof or any State the District of Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeNotes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, no Default or Event as if such transactions had occurred at the beginning of Default shall have occurred and be continuing;the Applicable Measurement Period, (iiiA) the Rating Agency Condition shall have been satisfied with respect Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi5) the Issuer or, if applicable, the Successor Company shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that such consolidation merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or merger disposition and such supplemental indenture indentures or other documents or instruments, if any, comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Indenture. (b) Other than as specifically contemplated by the Transaction DocumentsThe Successor Company shall succeed to, and be substituted for, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (automatically be released and shall have delivered copies thereof to the discharged from its obligations under this Indenture Trustee and the DepositorNotes. This Article Eight shall not apply to (1) to any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the effect that such transaction will not have any material adverse tax consequence to Issuer and its Restricted Subsidiaries, (2) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any Noteholder state thereof or any Certificateholder; the District of Columbia, and (v3) any action Required Asset Sale or Legacy Loan Portfolio Sale that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Section 10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied (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 transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse U.S. federal income tax consequence consequences to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)) in all material respects. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState and treated as a United States person under Section 7701(a)(30) of the Code, (B) shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or or, if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transactiontransaction (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); (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any other Personassociated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (i1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than the Issuer) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation organized or existing under the laws of the United States States, any state thereof or any State the District of Columbia becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeNotes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, no Default or Event as if such transactions had occurred at the beginning of Default shall have occurred and be continuing;the Applicable Measurement Period, (iiiA) the Rating Agency Condition shall have been satisfied with respect Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi5) the Issuer or, if applicable, the Successor Company shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that such consolidation merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or merger disposition and such supplemental indenture indentures or other documents or instruments, if any, comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Indenture. (b) Other than as specifically contemplated by the Transaction DocumentsThe Successor Company shall succeed to, and be substituted for, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (automatically be released and shall have delivered copies thereof to the discharged from its obligations under this Indenture Trustee and the DepositorNotes. This Article Eight shall not apply to (1) to any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the effect that such transaction will not have any material adverse tax consequence to Issuer and its Restricted Subsidiaries, (2) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any Noteholder state thereof or any Certificateholder; the District of Columbia, and (v3) any action Required Asset Sale that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Section 10.17.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issueri) shall be a Person organized and existing under the laws of the United States of America, any state thereof or any State the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in a form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such supplemental indenture comply with this Section 11.13, (ii) all conditions precedent in this Section 11.13 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (4) the Note Rating Agency Condition shall have been satisfied with respect to such transactionconsolidation or merger; (iv5) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;an Issuer Tax Opinion and a Master Trust Tax Opinion for each applicable Master Trust; and (v6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America, any state thereof or any Statethe District of Columbia, (B) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights lien and Security Interest of the Holders of the NotesIndenture Trustee created by this Indenture, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii3) the Note Rating Agency Condition shall have been satisfied with respect to such transactionconveyance or transfer; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee Trustee) an Issuer Tax Opinion and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholdera Master Trust Tax Opinion for each applicable Master Trust; (v5) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 11.13 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate consolidate, merge or merge amalgamate with or into any other Person, including by means of a “plan of division” under the LLC Act or any comparable transaction under any similar law, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall a. be a Person organized and existing under the laws of the United States of America or any State and shall State, b. expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due performance or observance of every agreement and punctual payment covenant of this Indenture and the Series Supplement on the part of the principal Issuer to be performed or observed, all as provided herein and in the Series Supplement, and c. assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and each other Basic Document to which the Issuer is a party; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to SCE, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to SCE, and which may be based on a ruling from the Internal Revenue Service (unless the Internal Revenue Service has announced that it will not rule on the issues described in this paragraph)) to the effect that the consolidation or merger will not result in a material adverse federal or State income tax consequence to the Issuer, SCE, the Indenture Trustee or the then existing Bondholders; (v) any action as is necessary to maintain the Lien and the perfected security interest on in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and such supplemental indenture comply with this Indenture, the Series Supplement and that all Notes conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Recovery Bond Collateral, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted a. shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, b. expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinherein and in the Series Supplement, c. expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, d. unless otherwise provided in the supplemental indenture referred to in clause (i) above, expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the Recovery Bonds (including the enforcement costs of such indemnity), e. expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Recovery Bonds and f. if such sale, conveyance, exchange, transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement, assumes all obligations and succeeds to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to SCE, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to SCE, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse federal or State income tax consequence to the Issuer, any Noteholder SCE, the Indenture Trustee or any Certificateholderthe then existing Bondholders; (v) any action that as is necessary to maintain the lien Lien and the perfected security interest in the Recovery Bond Collateral created by this Indenture and the Series Supplement shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel of external counsel of the Issuer each stating that such consolidation sale, conveyance, exchange, transfer or merger other disposition and such supplemental indenture comply with this Article III Indenture and the Series Supplement and that all conditions precedent herein provided for in this Indenture relating Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State state or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeTrustee and each Hedge Counterparty, in form satisfactory to the Depositor Indenture Trustee and the Indenture TrusteeHedge Counterparties, the due and punctual payment of the principal of and interest on all Notes and all amounts payable under the Hedge Agreements and the performance or observance of every agreement and covenant of this Indenture Indenture, the Hedge Agreements, the Trust Certificates and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee and the Hedge Counterparties) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or Noteholder, any Hedge Counterparty and any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and each Hedge Counterparty an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than Except as specifically contemplated by otherwise permitted hereunder or under the Transaction Documents, the Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateIndenture Collateral, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any Statestate, (B) shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeTrustee and each Hedge Counterparty, in form and substance reasonably satisfactory to the Indenture TrusteeTrustee and the Hedge Counterparties, the due and punctual payment of the principal of and interest on all Notes Notes, the amounts payable under the Hedge Agreements and each other Transaction Document, and the performance or observance of every agreement and covenant of this Indenture and the Hedge Agreements on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the NotesNotes and the Hedge Counterparties, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositoreach Hedge Counterparty) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or Noteholder, any Hedge Counterparty and any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor each Hedge Counterparty an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

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

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment payments of the principal of and interest on all Notes in accordance with the terms thereof and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the each Rating Agency Condition shall have been satisfied with respect notified the Indenture Trustee and the Owner Trustee that such transaction will not result in the removal or reduction of the rating then assigned thereby to such transactionany of the Class A Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III Section 3.10 and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than Except as specifically contemplated by expressly provided in this Indenture or in the Transaction Basic Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any StateState or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any State in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such State, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the each Rating Agency Condition shall have been satisfied with respect notified the Indenture Trustee and the Owner Trustee that such transaction would not result in the removal or reduction of the rating then assigned thereby to such transactionany of the Class A Notes; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Section 3.10 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person or sell substantially all of the assets of the Issuer to any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or to whom substantially all of the assets of the Issuer are sold shall (if other than the IssuerA) shall be a Person organized and existing under the laws of the United States of America or any State and shall State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture and the Series Supplement on the part of the Issuer to be performed or observed, all as provided herein and in the Series Supplement, and (C) assume all obligations and succeed to all rights of the Issuer under the Sale Agreement, the Servicing Agreement and the other Basic Documents to which the Issuer is a party (or under which the Issuer has rights) pursuant to an assignment and assumption agreement executed and delivered to the Indenture Trustee; (ii) immediately after giving effect to such merger or consolidation, no Default, Event of Default or Servicer Default shall have occurred and be continuing; (iii) prior notice shall be given to the Rating Agencies and the Rating Agency Condition shall have been satisfied with respect to such merger or consolidation; (iv) the Issuer shall have delivered to KGS, the Indenture Trustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to KGS and the Indenture Trustee, and which may be based on a ruling from the due Internal Revenue Service) to the effect that the consolidation or merger will not result in a material adverse U.S. federal or state income tax consequence to the Issuer, KGS, the Indenture Trustee or the then-existing Holders; (v) any action as is necessary to maintain the Lien and punctual payment the perfected security interest in the Trust Estate created by this Indenture and the Series Supplement shall have been taken as evidenced by an Opinion of Counsel of external counsel of the principal Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel of external counsel of the Issuer each stating that such consolidation or merger and interest on such supplemental indenture comply with this Indenture and the Series Supplement and that all Notes conditions precedent herein provided for in this Section 3.10(a) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Except as specifically provided herein, the Issuer shall not sell, convey, exchange, transfer or otherwise dispose of any of its properties or assets included in the Trust Estate, to any Person, unless: (i) the Person that acquires the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (B) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided hereinherein and in the Series Supplement, (C) expressly agrees by means of such supplemental indenture that all right, title and interest so sold, conveyed, exchanged, transferred or otherwise disposed of shall be subject and subordinate to the rights of Holders, (D) unless otherwise provided in the supplemental indenture referred to in Section 3.10(b)(i)(B), expressly agrees to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture, the Series Supplement and the Securitized Utility Tariff Bonds, (E) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the SEC (and any other appropriate Person) required by the Exchange Act in connection with the Trust Estate and the Securitized Utility Tariff Bonds and (F) if such sale, conveyance, exchange, transfer or disposal relates to the Issuer’s rights and obligations under the Sale Agreement or the Servicing Agreement, assumes all obligations and succeeds to all rights of the Issuer under the Sale Agreement and the Servicing Agreement, as applicable; (ii) immediately after giving effect to such transaction, no Default, Event of Default or Event of Servicer Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to KGS, the Indenture TrusteeTrustee and the Rating Agencies an opinion or opinions of outside tax counsel (as selected by the Issuer, in form and substance reasonably satisfactory to KGS, and which may be based on a ruling from the Internal Revenue Service) to the effect that such transaction the disposition will not have any result in a material adverse U.S. federal or state income tax consequence to the Issuer, any Noteholder KGS, the Indenture Trustee or any Certificateholderthe then-existing Holders; (v) any action that as is necessary to maintain the lien Lien and the perfected security interest in the Trust Estate created by this Indenture shall have been takentaken as evidenced by an Opinion of Counsel of external counsel of the Issuer delivered to the Indenture Trustee; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel of external counsel of the Issuer each stating that such consolidation sale, conveyance, exchange, transfer or merger other disposition and such supplemental indenture comply with this Article III Indenture and that all conditions precedent herein provided for in this Indenture relating Section 3.10(b) with respect to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (iA) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (B) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (C) the Rating Agency Condition shall have been satisfied with respect to such transaction; (D) the Issuer shall have received an Opinion of Counsel (which shall not be from employees of the Issuer, CFUSA or the Depositor) which shall be delivered to and shall be satisfactory to the Indenture Trustee to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Noteholder or the Equity Certificateholder; (E) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; (F) the Issuer shall have delivered to the Indenture Trustee an Officer's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (E) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with; and (G) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Collateral, to any Person (except as expressly permitted by the Transaction Documents), unless: (A) the Person that acquires by conveyance or transfer the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Notes and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (iiB) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiiC) the Rating Agency Condition shall have been satisfied with respect to such transaction; (ivD) the Issuer shall have received an Opinion of Counsel (which shall not be from an employee of the Issuer, CFUSA or the Depositor) which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any the Equity Certificateholder; (vE) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (viF) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Officer's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (E) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (G) the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Parent or permit Parent to consolidate with or merge into the Issuer or (ii) except to the extent permitted under Section 1012, directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (i) consolidate with or merge into any other PersonPerson or Persons or permit any other Person to consolidate with or merge into the Issuer or (ii) (other than, to the extent permitted under Section 1012, to a Restricted Subsidiary that is or becomes a Guarantor and an Offering Proceeds Note Guarantor or to Parent so long as Parent is a Guarantor) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons, unless: (i1) in a transaction in which the Issuer is not the surviving Person formed by or surviving such consolidation in which the Issuer transfers, sells, leases, conveys or merger (if otherwise disposes of all or substantially all of its assets to any other than Person, the Issuer) shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment all of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of Issuer’s obligations under this Indenture on the part of the Issuer to be performed or observed, all as provided hereinIndenture; (ii2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii3) immediately after giving effect to such transaction, no Default the Consolidated Net Worth of the Issuer (or Event the successor entity) is equal to or greater than that of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect Issuer immediately prior to such the transaction; (iv4) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, the Issuer (or the successor entity) could Incur at least $1.00 of additional Debt pursuant to paragraph (a) of Section 1011; (5) if, as a result of any such transaction, Property of the Issuer (or the successor entity) or any Issuer Restricted Subsidiary would become subject to a Lien prohibited by the provisions of Section 1014, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (6) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the provisions of this paragraph; and (vi7) Parent and the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Officers’ Certificate and an Opinion of Counsel Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation, merger, transfer, sale, lease, conveyance or transfer and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with, and, with respect to such Officers’ Certificate, setting forth the manner of determination of the Consolidated Net Worth, in accordance with clause (including any filing 3) of this Section 803, of the Issuer or, if applicable, of the successor entity as required by pursuant to the Exchange Act)foregoing.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not merge, consolidate or merge amalgamate with or into or wind up into (whether or not the Issuer is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Restricted Subsidiaries, taken as a whole (net of any other Personassociated non-recourse or secured obligations), in one or more related transactions, to any Person unless: (i1) the Issuer is the surviving Person or the Person formed by or surviving any such merger, consolidation or merger amalgamation (if other than the Issuer) shall be or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized and or existing under the laws of the jurisdiction of organization of the Issuer or the laws of the United States, any state thereof or the District of Columbia (such Person, as the case may be, being herein called the “Successor Company”); provided that in the case where the Successor Company is not a corporation, a corporation organized or existing under the laws of the United States States, any state thereof or any State the District of Columbia becomes a co-obligor of the Notes; (2) the Successor Company, if other than the Issuer, expressly assumes all the Obligations of the Issuer under this Indenture and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture TrusteeNotes, in each case, pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii3) immediately after such transaction, no Event of Default exists; (4) immediately after giving pro forma effect to such transactiontransaction and any related financing transactions, no Default or Event as if such transactions had occurred at the beginning of Default shall have occurred and be continuing;the Applicable Measurement Period, (iiiA) the Rating Agency Condition shall have been satisfied with respect Successor Company or the Issuer would be permitted to incur at least $1.00 of additional Indebtedness under the provisions of Section 10.11(a), or (B) the Fixed Charge Coverage Ratio for the Issuer (or the Successor Company, as applicable) and its Restricted Subsidiaries would be equal to or greater than the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries for the Applicable Measurement Period immediately prior to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi5) the Issuer or, if applicable, the Successor Company shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, each stating that such consolidation merger, consolidation, amalgamation, sale, assignment, transfer, lease, conveyance or merger disposition and such supplemental indenture indentures or other documents or instruments, if any, comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Indenture. (b) Other than as specifically contemplated by the Transaction DocumentsThe Successor Company shall succeed to, and be substituted for, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (automatically be released and shall have delivered copies thereof to the discharged from its obligations under this Indenture Trustee and the DepositorNotes. This Article Eight shall not apply to (1) to any merger, consolidation or amalgamation, or sale, assignment, transfer, lease, conveyance or other disposition of assets, among the effect that such transaction will not have any material adverse tax consequence to Issuer and its Restricted Subsidiaries, (2) a merger, consolidation or amalgamation of the Issuer with or into an Affiliate of the Issuer, solely for the purpose of reincorporating the Issuer in the United States, any Noteholder state thereof or any Certificateholder; the District of Columbia, (v3) any action Required Asset Sale that is necessary to maintain the lien and security interest created complies with Section 10.17 or (4) any contribution by this Indenture shall have been taken; and (vi) the Issuer shall have delivered of Capital Stock of any or all of its Subsidiaries to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Guarantor.

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than Issuer) formed by or surviving such consolidation or merger (if other than the Issuer“Surviving Person”) shall be a Person (A) is organized and existing under the laws of the United States of America or any State state thereof, (B) is not subject to regulation as an “investment company” under the Investment Company Act and shall (C) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in a form satisfactory to the Depositor and the Indenture Trustee, the obligation to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this the Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Pay Out Event shall have occurred and be continuing; (iii) Issuer shall have delivered to Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (A) such consolidation or merger and such supplemental indenture comply with this Section 3.10, (B) all conditions precedent provided for in this Section 3.10 relating to such transaction have been complied with (including any filing required by the Exchange Act) and (iii) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against the Surviving Person; (iv) the Rating Agency Condition shall have been satisfied with respect to such transaction; (ivv) the Issuer shall have received an a Tax Opinion of Counsel (and shall have delivered copies thereof with respect to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder consolidation or any Certificateholder;merger; and (vvi) any action that is necessary to maintain the lien and security interest created by this the Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of Issuer (the Issuer the conveyance or transfer of which is hereby restricted “Acquiring Person”) (A) shall be is a United States citizen or a Person organized and existing under the laws of the United States of America, any state thereof, or any Statethe District of Columbia, (B) shall is not subject to regulation as an “investment company” under the Investment Company Act, (C) expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the obligation to make due and punctual payment payments of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this the Indenture on the part of the Issuer to be performed or observed, all as provided herein, (CD) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (DE) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this the Indenture and the Notes and (EF) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default or Pay Out Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an a Tax Opinion of Counsel (and shall have delivered copies thereof with respect to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholdertransaction; (v) any action that is necessary to maintain the lien and security interest created by this the Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that (A) such conveyance or transfer and such supplemental indenture comply with this Article III and that Section 3.10, (B) all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act), and (C) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against the Acquiring Person.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the no Rating Agency Condition shall have been satisfied with respect to notified the Indenture Trustee and the Owner Trustee that such transactiontransaction might or would result in a Rating Event; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the no Rating Agency Condition shall have been satisfied with respect notified the Indenture Trustee and the Owner Trustee that such transaction might or would result in the removal or reduction of the rating then assigned thereby to such transactionany Class of Notes; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State state thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, and the performance or observance of every agreement and covenant of this Indenture Indenture, the Notes, the Trust Certificate and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) each Holder of a Note has consented in writing to such transaction (and notice thereof has been provided to the Rating Agency Condition shall have been satisfied with respect to such transactionAgency); (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture TrusteeTrustee on which the Trustee may conclusively rely) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any the Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which may conclusively rely on the Officer’s Certificate with respect to clauses (ii) and (iii) above and as to the taking of any action required by such Opinion of Counsel as it relates to clause (v) above) each stating that such consolidation or merger and such supplemental indenture comply complies with this Article III Section 3.19 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with. (b) Other than Except as specifically contemplated by otherwise permitted hereunder or under the Transaction Documents, the Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateIndenture Collateral, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any Statestate thereof or the District of Columbia, (B) shall expressly assumeassumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes Notes, and the performance of each other Transaction Document, and the performance or observance of every agreement and covenant of this Indenture Indenture, the Notes, the Trust Certificate and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the NotesNotes as provided in the Transaction Documents, (D) and unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of arising from such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notestransfer; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect each Holder of a Note has consented in writing to such transactiontransaction (and notice thereof has been provided to Rating Agency); (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and on which the DepositorTrustee shall be entitled to rely) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any the Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which may conclusively rely on a certificate of the transferee as to the transferee’s citizenship, if applicable, and on the Officer’s Certificate with respect to clauses (ii) and (iii) above and to the taking of any action required by such Opinion of Counsel as it relates to clause (v) above) each stating that such conveyance or transfer transfer, and such supplemental indenture indenture, comply with this Article III Section 3.19 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)with.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder Noteholder, the Swap Counterparty or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any other PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Notes and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder Noteholder, the Swap Counterparty or any Certificateholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) the Issuer has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer (the “Merging Entity”) shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, United States and Delaware law and unless: (ia) the Merging Entity shall be the surviving entity, or the Person formed by or surviving such consolidation or merger (if other than the IssuerMerging Entity) formed by such consolidation or into which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred (the “Successor Entity”) (A) shall be a Person company organized and existing under the laws of the United States State of Delaware or the such other jurisdiction approved by a Majority of the Controlling Class; provided that no such approval shall be required in connection with any State such transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuant to Section 7.4, and (B) shall expressly assume, by an indenture supplemental heretohereto and an omnibus assumption agreement, executed and delivered to the Indenture Trustee, in form satisfactory to each Holder, the Depositor Collateral Manager and the Indenture TrusteeCollateral Administrator, the due and punctual payment of the principal of and interest on all Secured Notes, the payments of the Subordinated Notes and the performance or and observance of every agreement and covenant of this Indenture and of each other Transaction Document on the its part of the Issuer to be performed or observed, all as provided hereinherein or therein, as applicable; (b) the Rating Agency Condition shall be satisfied; (c) if the Merging Entity is not the Successor Entity, the Successor Entity shall have agreed with the Trustee (i) to observe the same legal requirements for the recognition of such formed or surviving entity as a legal entity separate and apart from any of its Affiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other Person or transfer or convey the Assets or all or substantially all of its assets to any other Person except in accordance with the provisions of this Section 7.10; (d) if the Merging Entity is not the Successor Entity, the Successor Entity shall have delivered to the Trustee and the Rating Agency an Officer’s certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in sub-section (a) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of a supplemental indenture hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); if the Merging Entity is the Issuer, that, immediately following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture and any other Permitted Liens, to the Assets securing all of the Secured Notes and (ii) the Trustee continues to have a valid perfected first priority security interest in the Assets securing all of the Secured Notes; and in each case as to such other matters as the Trustee or any Noteholder may reasonably require; provided that nothing in this clause shall imply or impose a duty on the Trustee to require such other documents; (e) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiif) the Merging Entity shall have notified the Rating Agency Condition shall have been satisfied with respect to of such transaction; (iv) the Issuer shall have received an Opinion of Counsel (consolidation, merger, transfer or conveyance and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any each Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance or transfer and such supplemental indenture comply with this Article III VII and that all conditions precedent provided for in this Indenture Article VII relating to such transaction have been complied with with; (g) the Merging Entity shall have delivered to the Trustee an Opinion of Counsel stating that (i) after giving effect to such transaction, the Issuer (or, if applicable, the Successor Entity) will not be required to register as an investment company under the 1940 Act and (ii) such transaction will not cause the Issuer (or, if applicable, the Successor Entity) to be treated as a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or otherwise subject to U.S. federal income tax on a net income basis; (h) after giving effect to such transaction, the outstanding stock of the Merging Entity (or, if applicable, the Successor Entity) will not be beneficially owned within the meaning of the 1940 Act by any U.S. Person; and (i) the fees, costs and expenses of the Trustee (including any filing required reasonable legal fees and expenses) associated with the matters addressed in this Section 7.10 shall have been paid by the Exchange Act)Merging Entity (or, if applicable, the Successor Entity) or otherwise provided for to the satisfaction of the Trustee.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not not, in a single transaction or a series of related transactions, (i) consolidate or merge into Level 3 Parent or permit Level 3 Parent to consolidate with or merge into the Issuer or (ii) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to Level 3 Parent. Additionally, the Issuer shall not, in a single transaction or a series of related transactions, (A) consolidate with or merge into any other PersonPerson or Persons or permit any other Person to consolidate with or merge into the Issuer or (B) directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other Person or Persons (other than to an Issuer Restricted Subsidiary that is or becomes a Guarantor and a Loan Proceeds Note Guarantor at the time of such transfer, sale, lease, conveyance or disposition or to Level 3 Parent so long as Level 3 Parent is a Guarantor), unless: (i1) in a transaction in which the Issuer is not the surviving Person formed by or surviving such consolidation in which the Issuer transfers, sells, leases, conveys or merger (if otherwise disposes of all or substantially all of its assets to any other than Person, the Issuer) shall be a Person successor entity is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an a supplemental indenture supplemental hereto, executed and delivered to the Indenture Trustee, Trustee in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment all of the principal of Issuer’s obligations under this Indenture and interest on all Notes and shall expressly assume the performance or observance of every agreement the covenants and covenant of this Indenture on the part obligations of the Issuer under the Collateral Documents relating to the Securities and shall, to the extent prior to the occurrence of a Collateral Release Ratings Event and comparable action is being taken under the Existing Issuer Credit Facility Collateral Documents (or the collateral documents relating to any Replacement Credit Facility), cause such amendments, supplements or other instruments to be performed executed, filed and recorded in such jurisdictions as may be required by applicable law to cause any Property or observedassets that constitute Collateral to be subject to a Lien securing the Securities, all together with such financing statements or comparable documents as provided hereinmay be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; (ii2) immediately before and after giving effect to such transaction and treating any Debt which becomes an obligation of the Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) immediately after giving effect to such transaction and treating any Debt which becomes an obligation of the Rating Agency Condition shall have Issuer (or the successor entity) or an Issuer Restricted Subsidiary as a result of such transaction as having been satisfied with respect Incurred by the Issuer or such Issuer Restricted Subsidiary at the time of the transaction, the Issuer (or the successor entity) could Incur at least $1.00 of additional Debt pursuant to Section 908(a) (or the ratio tested thereunder would be no higher than immediately prior to giving effect to such transaction); (iv4) if, as a result of any such transaction, Property of the Issuer (or the successor entity) or any Issuer Restricted Subsidiary would become subject to a Lien prohibited by the provisions of Sections 910 or 911, the Issuer or the successor entity to the Issuer shall have received an Opinion secured the Securities as required by said covenant; (5) in the case of Counsel (and shall have delivered copies thereof to a transfer, sale, lease, conveyance or other disposition of all or substantially all of the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to assets of the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture such assets shall have been takentransferred as an entirety or virtually as an entirety to one Person and such Person shall have complied with all the provisions of this paragraph; and (vi6) Level 3 Parent and the Issuer shall have delivered to the Indenture Trustee an Issuer’s Officers’ Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation consolidation, merger, transfer, sale, lease, conveyance or merger and other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply indenture, complies with this Article III Seven and that all conditions precedent provided for in this Indenture relating to such transaction herein have been complied with (including any filing required by the Exchange Act)with. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any at all times own all the issued and outstanding Capital Stock of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an Issuer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)Level 3 LLC.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder Noteholder[, or any Certificateholderthe [Swap][Cap] Counterparty]; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any other PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided hereinherein and therein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder Noteholder[, or any Certificateholderthe [Swap][Cap] Counterparty]; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

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

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other PersonPerson or convert into any other Entity, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger or the Entity resulting from such conversion (if other than the Issueri) shall be a Person organized and existing under the laws of the United States of America, any state thereof or any State the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in a form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi3) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that (i) such consolidation consolidation, merger or merger conversion and such supplemental indenture comply with this Article III and that Section 11.13, (ii) all conditions precedent provided for in this Indenture Section 11.13 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), or waived and (iii) such supplemental indenture is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (4) the Note Rating Agency Condition has been satisfied; (5) the Issuer shall have received an Issuer Tax Opinion (and shall have delivered copies thereof to the Indenture Trustee); and (6) any action that is necessary to maintain the lien and Security Interest created by this Indenture, and the perfection and priority thereof, shall have been taken. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America, any state thereof or any Statethe District of Columbia, (B) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights lien and Security Interest of the Holders of the NotesIndenture Trustee created by this Indenture, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (E) not be an “investment company” as defined in the Investment Company Act; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Amortization Event shall have occurred and be continuing; (iii3) the Note Rating Agency Condition shall have has been satisfied with respect to such transactionsatisfied; (iv4) the Issuer shall have received an Issuer Tax Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any CertificateholderTrustee); (v5) any action that is necessary to maintain the lien and security interest created by this Indenture Indenture, and the perfection and priority thereof, shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 11.13 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer (the “Merging Entity”) shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, unless permitted by Delaware law and unless: (ia) the Merging Entity shall be the surviving corporation, or the Person formed by or surviving such consolidation or merger (if other than the IssuerMerging Entity) formed by such consolidation or into which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred (the “Successor Entity”) (A) shall be a Person company organized and existing under the laws of any of the United States States, any state thereof or the District of Columbia or such other jurisdiction approved by a Majority of the Controlling Class; provided that no such approval shall be required in connection with any State such transaction undertaken solely to effect a change in the jurisdiction of incorporation pursuant to Section 7.4, and (B) shall expressly assume, by an indenture supplemental heretohereto and an omnibus assumption agreement, executed and delivered to the Indenture Trustee, in form satisfactory to each Holder, the Depositor Collateral Manager and the Indenture TrusteeCollateral Administrator, the due and punctual payment of the principal of and interest on all Secured Notes, the payments of the Subordinated Notes and the performance or and observance of every agreement and covenant of this Indenture and of each other Transaction Document on the its part of the Issuer to be performed or observed, all as provided hereinherein or therein, as applicable; (b) each Rating Agency shall have been notified in writing of such consolidation or merger and the Trustee shall have received written confirmation from each Rating Agency that its then-current ratings issued with respect to the Secured Notes then rated by such Rating Agency will not be reduced or withdrawn as a result of the consummation of such transaction; (c) if the Merging Entity is not the Successor Entity, the Successor Entity shall have agreed with the Trustee (i) to observe the same legal requirements for the recognition of such formed or surviving corporation as a legal entity separate and apart from any of its Affiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other Person or transfer or convey the Assets or all or substantially all of its assets to any other Person except in accordance with the provisions of this Section 7.10; (d) if the Merging Entity is not the Successor Entity, the Successor Entity shall have delivered to the Trustee and each Rating Agency an Officer’s certificate and an Opinion of Counsel each stating that such Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in sub-Section (a) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of a supplemental indenture hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); that, immediately following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture and any other Permitted Liens, to the Assets securing all of the Secured Notes and (ii) the Trustee continues to have a valid perfected first priority security interest in the Assets securing all of the Secured Notes; and in each case as to such other matters as the Trustee or any Noteholder may reasonably require; provided, that nothing in this clause shall imply or impose a duty on the Trustee to require other documents as to such other matters; (e) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiif) the Merging Entity shall have notified each Rating Agency Condition shall have been satisfied with respect to of such transaction; (iv) the Issuer shall have received an Opinion of Counsel (consolidation, merger, transfer or conveyance and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any each Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance or transfer and such supplemental indenture comply with this Article III VII and that all conditions precedent provided for in this Indenture Article VII relating to such transaction have been complied with with; and (including any filing g) the Merging Entity shall have delivered to the Trustee an Opinion of Counsel stating that after giving effect to such transaction, the Issuer (or, if applicable, the Successor Entity) will not be required by to register as an investment company under the Exchange 1940 Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any 16 (NAROT 2020-A Indenture) related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).. 17 (NAROT 2020-A Indenture)

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to 15 (Nissan 2013-C Indenture) be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability ▇▇▇▇▇▇▇▇▇ or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee) Trustee to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder Trust or any CertificateholderNoteholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with with; and (including any filing required vii) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the Exchange Act)net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any all or substantially all of its properties or assets, including those included in the Trust EstateCollateral, to any other PersonPerson (except as expressly permitted by the Transaction Documents), unless: (i) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, and (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;. (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any CertificateholderNoteholder; (v) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (vii) such Person has a net worth, immediately after such conveyance or transfer, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (iA) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form substance reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein; (B) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (C) the Rating Agency Condition shall have been satisfied with respect to such transaction; (D) the Issuer shall have received an Opinion of Counsel (which shall not be from employees of the Issuer, CFUSA or the Depositor) which shall be delivered to and shall be reasonably satisfactory to the Indenture Trustee to the effect that such transaction will not have any material adverse tax consequence to the Trust, any Noteholder or the Equity Certificateholder; (E) any action as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; (F) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (E) above or that no such actions will be taken) each stating that such consolidation or merger and such supplemental indenture comply with this Article Three and that all conditions precedent herein provided for relating to such transaction have been complied with; and (G) the Person (if other than the Issuer) formed by or surviving such consolidation or merger has a net worth, immediately after such consolidation or merger, that is (A) greater than zero and (B) not less than the net worth of the Issuer immediately prior to giving effect to such consolidation or merger. (b) The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Collateral, to any Person (except as expressly permitted by the Transaction Documents), unless: (A) the Person that acquires by conveyance or transfer the properties and assets of the Issuer shall (1) be a United States of America citizen or a Person organized and existing under the laws of the United States of America or any State, (2) expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form and substance satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Transaction Document on the part of the Issuer to be performed or observed, all as provided herein, (C3) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, Notes and (D4) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (iiB) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iiiC) the Rating Agency Condition shall have been satisfied with respect to such transaction; (ivD) the Issuer shall have received an Opinion of Counsel (which shall not be from an employee of the Issuer, CFUSA or the Depositor) which shall be delivered to and shall have delivered copies thereof be satisfactory to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the IssuerTrust, any Noteholder or any the Equity Certificateholder; (vE) any action that as is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and; (viF) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (E) above or that no such actions will be taken) each stating that such conveyance or transfer and such supplemental indenture comply with this Article III Three and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing filings required by the Exchange Act); and (G) the Issuer has a net worth, immediately after such conveyance or transfer, that is (1) greater than zero and (2) not less than the net worth of the Issuer immediately prior to giving effect to such conveyance or transfer.

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

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).. 16 (NAROT 2016-B Indenture) (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such 17 (NAROT 2016-B Indenture) supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; andand 16 (NAROT 2019-B Indenture) (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).. 17 (NAROT 2019-B Indenture)

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;; 15 (Nissan 2015-A Indenture) (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issuer) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Depositor and the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee an IssuerOfficer’s Certificate and an Opinion of Counsel, Counsel each stating that such consolidation or merger and such any related supplemental indenture comply complies with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Owner Trust Estate, to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the such properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate or the District of Columbia, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the duty to make due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree agrees to indemnify, defend and hold harmless the Issuer Issuer, the Owner Trustee and the Indenture Trustee against and from any loss, liability or expense arising under or related to this Indenture and the Notes Notes, and (E) shall expressly agree agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings that counsel satisfactory to such purchaser or transferee and the Indenture Trustee determines must be made with (1) the Commission (and any other appropriate Person) required by the Exchange Act or the appropriate authorities in any state in which the Notes have been sold pursuant to any qualification or exemption under the securities or “blue sky” laws of such state, in connection with the NotesNotes or (2) the Internal Revenue Service or the relevant state or local taxing authorities of any jurisdiction; (ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii3) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;; 18 (NAROT 2017-C Indenture) (v5) any action that is necessary to maintain the each lien and security interest created by the Trust Agreement, the Sale and Servicing Agreement or this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture comply with this Article III and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issueri) shall be a Person organized and existing under the laws of the United States of America, any state thereof or any State the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in a form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Redemption Event shall have occurred and be continuing; (3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such supplemental indenture comply with this Section 1013, (ii) all conditions precedent in this Section 1013 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such Person; (4) the Issuer shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconsolidation or merger; (iv5) the Issuer shall have received an Issuer Tax Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholdera Master Trust Tax Opinion for each applicable Master Trust; (v6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi7) such action shall not be contrary to the status of the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)as a qualified special purpose entity under existing accounting literature. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America, any state thereof, or any Statethe District of Columbia, (B) shall expressly assume, by an indenture a supplemental heretoindenture, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights lien and security interest of the Holders of the NotesIndenture Trustee created by this Indenture, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (F) not be an “investment company” as defined in the Investment Company Act; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Early Redemption Event shall have occurred and be continuing; (iii3) the Issuer shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv4) the Issuer shall have received an Issuer Tax Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholdera Master Trust Tax Opinion for each applicable Master Trust; (v5) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 1013 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer (the “Merging Entity”) shall not consolidate or merge with or into any other Person or transfer or convey all or substantially all of its assets to any Person, unless permitted by United States and Delaware law and unless: (ia) the Merging Entity shall be the surviving entity, or the Person formed by or surviving such consolidation or merger (if other than the Merging Entity) formed by such consolidation or into which the Merging Entity is merged or to which all or substantially all of the assets of the Merging Entity are transferred (the “Successor Entity”) (A) if the Merging Entity is the Issuer) , shall be a Person company organized and existing under the laws of the United States State of Delaware or such other jurisdiction approved by a Majority of the Controlling Class; provided that no such approval shall be required in connection with any State such transaction undertaken solely to effect a change in the jurisdiction of formation pursuant to Section 7.4, and (B) shall expressly assume, by an indenture supplemental heretohereto and an omnibus assumption agreement, executed and delivered to the Indenture Trustee, in form satisfactory to each Holder, the Depositor Collateral Manager and the Indenture TrusteeCollateral Administrator, the due and punctual payment of the principal of and interest on all Secured Notes, the payments of the Subordinated Notes and the performance or and observance of every agreement and covenant of this Indenture and of each other Transaction Document on the its part of the Issuer to be performed or observed, all as provided hereinherein or therein, as applicable; (iib) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the each Rating Agency Condition shall have been satisfied notified in writing of such consolidation or merger and the Trustee shall have received written confirmation from each Rating Agency that its then-current ratings issued with respect to the Secured Notes then rated by each Rating Agency will not be reduced or withdrawn as a result of the consummation of such transaction; (ivc) if the Issuer Merging Entity is not the Successor Entity, the Successor Entity shall have received an Opinion agreed with the Trustee (i) to observe the same legal requirements for the recognition of Counsel (such formed or surviving entity as a legal entity separate and shall have delivered copies thereof apart from any of its Affiliates as are applicable to the Indenture TrusteeMerging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other Person or transfer or convey the effect that such transaction will not have Assets or all or substantially all of its assets to any material adverse tax consequence to other Person except in accordance with the Issuer, any Noteholder or any Certificateholderprovisions of this Section 7.10; (vd) any action that if the Merging Entity is necessary to maintain not the lien and security interest created by this Indenture shall have been taken; and (vi) Successor Entity, the Issuer Successor Entity shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act). (b) Other than as specifically contemplated by the Transaction Documents, the Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust Estate, to any other Person, unless: (i) the Person that acquires by conveyance or transfer the properties or assets of the Issuer the conveyance or transfer of which is hereby restricted (A) shall be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indenture, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and (E) shall expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction; (iv) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the Depositor) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder; (v) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate certificate and an Opinion of Counsel each stating that such conveyance or transfer Person is duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in sub-section (a) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of a supplemental indenture hereto for the purpose of assuming such obligations and that such supplemental indenture comply is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); if the Merging Entity is the Issuer, that, immediately following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has title, free and clear of any lien, security interest or charge, other than the lien and security interest of this Article III Indenture and any other Permitted Liens, to the Assets securing all of the Secured Notes and (ii) the Trustee continues to have a valid perfected first priority security interest in the Assets securing all of the Secured Notes; and in each case as to such other matters as the Trustee or any Noteholder may reasonably require; provided that all conditions precedent provided for nothing in this Indenture relating clause shall imply or impose a duty on the Trustee to require such transaction have been complied with (including any filing required by the Exchange Act).other documents;

Issuer May Consolidate, etc., Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i1) the Person (if other than the Issuer) formed by or surviving such consolidation or merger (if other than the Issueri) shall be a Person organized and existing under the laws of the United States of America or any State state or the District of Columbia, (ii) shall not be subject to regulation as an “investment company” under the Investment Company Act and (iii) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in a form satisfactory to the Depositor and the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Pay Out Event shall have occurred and be continuing; (3) the Issuer shall have delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that (i) such consolidation or merger and such Indenture Supplement comply with this Section 11.14, (ii) all conditions precedent in this Section 11.14 relating to such transaction have been complied with (including any filing required by the Securities Exchange Act), and (iii) such Indenture Supplement is duly authorized, executed and delivered and is valid, binding and enforceable against such person; (4) the Issuer shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconsolidation or merger; (iv5) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any Certificateholder;Noteholder; and (v6) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi7) such action shall not be contrary to the status of the Issuer shall have delivered to the Indenture Trustee an Issuer’s Certificate and an Opinion of Counsel, each stating that such consolidation or merger and such supplemental indenture comply with this Article III and that all conditions precedent provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Exchange Act)as a qualified special purpose entity under existing accounting literature. (b) Other than as specifically contemplated by the Transaction Documents, the The Issuer shall not convey or transfer any of its properties or assets, including those included in the Trust EstateCollateral, substantially as an entirety to any other Person, unless: (i1) the Person that acquires by conveyance or transfer the properties or and assets of the Issuer the conveyance or transfer of which is hereby restricted shall (A) shall be a United States citizen or a Person organized and existing under the laws of the United States of America or any Statestate, or the District of Columbia, (B) shall expressly assume, by an indenture supplemental heretoIndenture Supplement, executed and delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C) shall expressly agree by means of such supplemental indenture Indenture Supplement that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Holders of the Notes, (D) unless otherwise provided in such supplemental indentureIndenture Supplement, shall expressly agree to indemnify, defend and hold harmless the Issuer against and from any loss, liability or expense arising under or related to this Indenture and the Notes and Notes, (E) shall expressly agree by means of such supplemental indenture Indenture Supplement that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Securities Exchange Act in connection with the NotesNotes and (F) not be an “investment company” as defined in the Investment Company Act; (ii2) immediately after giving effect to such transaction, no Default or Event of Default or Pay Out Event shall have occurred and be continuing; (iii3) the Issuer shall have received written confirmation from each Note Rating Agency Condition shall have been satisfied that there will be no Ratings Effect with respect to any Outstanding Notes as a result of such transactionconveyance or transfer; (iv4) the Issuer shall have received an Opinion of Counsel (and shall have delivered copies thereof to the Indenture Trustee and the DepositorTrustee) to the effect that such transaction will not have any material adverse tax consequence to the Issuer, any Noteholder or any CertificateholderNoteholder; (v5) any action that is necessary to maintain the lien and security interest created by this Indenture shall have been taken; and (vi6) the Issuer shall have delivered to the Indenture Trustee and the Depositor an IssuerOfficer’s Certificate and an Opinion of Counsel each stating that such conveyance or transfer and such supplemental indenture Indenture Supplement comply with this Article III Section 11.14 and that all conditions precedent herein provided for in this Indenture relating to such transaction have been complied with (including any filing required by the Securities Exchange Act).