Merger and Other Transactions. As long as the Transition Bonds are outstanding and subject to Section 4.05, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes all obligations and succeeds to all rights of the Trust under the Sale Agreement and the Master Servicing Agreement pursuant to an assignment and assumption agreement executed and delivered to the Bond Trustee, in form satisfactory to the Bond Trustee, (iii) no Default or Event of Default will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the Rating Agency Condition (as defined in the Indenture) will have been satisfied with respect to such transaction by each Rating Agency (as defined in the Indenture), except Moody's (to which notice will be sent), (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any Transition Bondholder and such consolidation, merger, conversion or sale of assets complies with the Indenture and all conditions precedent therein provided relating to such transaction, (vi) none of the Intangible Transition Property, any qualified rate orders or PECO Energy's or the Trust's rights under the Competition Act or any qualified rate orders are impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Indenture will have been taken. Further, the Trust may not sell, transfer, exchange or otherwise dispose of any of its assets, except as expressly permitted by the Indenture, any Supplemental Indenture, the Master Servicing Agreement or the Sale Agreement.
Merger and Other Transactions. 12 4.03. Transactions with Affiliates....................................................13 4.04. Insolvency......................................................................13 4.05. Rating Confirmation.............................................................13
Merger and Other Transactions. Upon the terms and subject to the conditions set forth in this Agreement, the transactions set forth in this Section 3.1 shall take place in the order set forth below:
Merger and Other Transactions. As long as the Note is outstanding, the Trust may not consolidate with, merge or convert into another entity or sell all or substantially all of its assets to another entity and dissolve, unless: (i) the entity formed by or surviving such consolidation, merger or conversion or to whom substantially all of such assets are sold is organized under the laws of the United States, any state thereof or the District of Columbia, (ii) such entity expressly assumes the Trust’s obligation to make due and punctual payments upon the Note and the performance or observance of every agreement and covenant of the Trust under the Loan Funding and Servicing Agreement, (iii) no Termination Event (as defined in the Loan Funding and Servicing Agreement) will have occurred and be continuing immediately after such consolidation, merger, conversion or sale of assets, (iv) the rating of the Note assigned by each Rating Agency remains unchanged as evidenced by a written confirmation from each Rating Agency assigning a rating to the Note on the Closing Date, (v) the Trust has received an opinion of counsel to the effect that such consolidation, merger, conversion or sale of assets would have no material adverse tax consequence to the Trust or any holders of the Note and such consolidation, merger, conversion or sale of assets complies with the Loan Funding and Servicing Agreement and all conditions precedent therein provided relating to such transaction, (vi) none of the Collateral or the Grantor’s, the Trust’s, the Agent’s or any Noteholder’s rights are substantially impaired and (vii) any action that is necessary to maintain the lien and security interest created by the Loan Funding and Servicing Agreement will have been taken.
Merger and Other Transactions. The Seller will not (i) enter into any transaction of merger or consolidation, or convey or otherwise dispose of any material portion of its assets (except as contemplated herein) to any Person or Person(s), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), (iii) acquire any Person other than as permitted hereunder and under its Organizational Documents, or (iv) appoint any Person other than the Company or an Affiliate of the Company to be the manager or controlling co-manager of the Seller.
Merger and Other Transactions. The Issuer will not (i) enter into any transaction of merger or consolidation, or convey or otherwise dispose of any material portion of its assets (except as contemplated herein) to any Person or Person(s), (ii) terminate, liquidate or dissolve itself (or suffer any termination, liquidation or dissolution), (iii) acquire any Person, or (iv) appoint any Person other than the Seller or an Affiliate of the Seller to be the manager or controlling co-manager of the Issuer.
Merger and Other Transactions. 12 4.03. Transactions with Affiliates...........................................13 4.04. Insolvency.............................................................13 4.05. Rating Confirmation....................................................13 ARTICLE V INVESTMENT AND APPLICATION OF TRUST FUNDS
