Common use of Other Matters Relating to Seller Clause in Contracts

Other Matters Relating to Seller. Section 4.1 Merger or Consolidation of, or Assumption of the Obligations of, Seller, etc. (a) Seller shall not consolidate with or merge into any other Person or convey or transfer its business substantially as an entirety, or its properties and assets substantially as an entirety, to any Person (other than, in the case of a conveyance or transfer of assets, to Buyer) unless: (i) the Person formed by such consolidation or into which Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of Seller substantially as an entirety shall be, if Seller is not the surviving entity, an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Seller is not the surviving entity, such entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to Buyer, in form reasonably satisfactory to Buyer, the performance of every covenant and obligation of Seller hereunder; (ii) Seller has delivered to Buyer (A) an Officer’s Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a legal, valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (iii) if Seller is not the surviving entity, the surviving entity shall file a new UCC financing statement with respect to the interest of Buyer in the Transferred Assets, if any; and (iv) Seller shall have delivered prior written notice to Buyer, with a copy to the Rating Agencies with respect to such merger, conveyance or transfer. (b) This Section 4.1 shall not be construed to prohibit or in any way limit Seller’s ability to effectuate any consolidation or merger pursuant to which Seller would be the surviving entity. (c) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except with satisfaction of the S&P Condition and in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.

Other Matters Relating to Seller. Section 4.1 4.01. Merger or Consolidation of, or Assumption Assumption, of the Obligations ofof \ Seller. The Seller may not dissolve, Sellerliquidate, etc. (a) Seller shall not consolidate with or merge into any other Person or convey convey, transfer or transfer its business substantially as an entirety, or sell its properties and assets substantially as an entirety, entirety to any Person (other than, in the case of a conveyance or transfer of assets, to Buyer) unless: (i) the Person (if other than the Seller) formed by or surviving such consolidation or into which Seller is merged merger or the Person which that acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Seller substantially as an entirety shall entirety, as the case may be, if Seller is not the surviving entity, an entity will be organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and, if Seller is not the surviving entity, such entity shall and expressly assumeassumes, by an a supplemental agreement supplemental hereto, executed and delivered to the Buyer, the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to Buyerthe Buyer and the Indenture Trustee, the performance of every covenant and obligation of the Seller hereunder; (ii) the Person (if other than the Seller) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Seller substantially as an entirety, as the case may be, has delivered to the Buyer (with a copy to each Rating Agency): (A) an Officer’s 's Certificate and an Opinion of Counsel each stating that (1) such consolidation, merger, conveyance conveyance, transfer or transfer sale and such supplemental agreement provided in clause (i) above comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied withSection, and (B2) an Opinion of Counsel to the effect that such supplemental agreement is a legal, valid and binding obligation of such surviving entity Person enforceable against such surviving entity Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect and except as such enforceability may be limited by or general principles of equity and (whether considered in 3) all conditions precedent herein provided for relating to such transaction have been satisfied; and (B) a suit at law or in equity);Tax Opinion; and (iii) if Seller is not the surviving entity, the surviving entity shall file a new UCC financing statement with respect to the interest of Buyer in the Transferred Assets, if any; and (iv) Seller shall have delivered prior written notice to Buyer, with a copy to the Rating Agencies Agency Condition has been satisfied with respect to such consolidation, merger, conveyance conveyance, transfer or transfersale. (b) This Section 4.1 shall not be construed to prohibit or in any way limit Seller’s ability to effectuate any consolidation or merger pursuant to which Seller would be the surviving entity. (c) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except with satisfaction of the S&P Condition and in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.

Other Matters Relating to Seller. Section 4.1 4.01. Merger or Consolidation of, or Assumption Assumption, of the Obligations ofof Seller. The Seller may not dissolve, Sellerliquidate, etc. (a) Seller shall not consolidate with or merge into any other Person or convey convey, transfer or transfer its business substantially as an entirety, or sell its properties and assets substantially as an entirety, entirety to any Person (other than, in the case of a conveyance or transfer of assets, to Buyer) unless: (i) the Person (if other than the Seller) formed by or surviving such consolidation or into which Seller is merged merger or the Person which that acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Seller substantially as an entirety shall entirety, as the case may be, if Seller is not the surviving entity, an entity will be organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and, if Seller is not the surviving entity, such entity shall and expressly assumeassumes, by an a supplemental agreement supplemental hereto, executed and delivered to the Buyer, the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to Buyerthe Buyer and the Indenture Trustee, the performance of every covenant and obligation of the Seller hereunder; (ii) the Person (if other than the Seller) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Seller substantially as an entirety, as the case may be, has delivered to the Buyer (with a copy to each Rating Agency): (A) an Officer’s 's Certificate and an Opinion of Counsel each stating that (1) such consolidation, merger, conveyance conveyance, transfer or transfer sale and such supplemental agreement provided in clause (i) above comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied withSection, and (B2) an Opinion of Counsel to the effect that such supplemental agreement is a legal, valid and binding obligation of such surviving entity Person enforceable against such surviving entity Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect and except as such enforceability may be limited by or general principles of equity and (whether considered in 3) all conditions precedent herein provided for relating to such transaction have been satisfied; and (B) a suit at law or in equity);Tax Opinion; and (iii) if Seller is not the surviving entity, the surviving entity shall file a new UCC financing statement with respect to the interest of Buyer in the Transferred Assets, if any; and (iv) Seller shall have delivered prior written notice to Buyer, with a copy to the Rating Agencies Agency Condition has been satisfied with respect to such consolidation, merger, conveyance conveyance, transfer or transfersale. (b) This Section 4.1 shall not be construed to prohibit or in any way limit Seller’s ability to effectuate any consolidation or merger pursuant to which Seller would be the surviving entity. (c) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except with satisfaction of the S&P Condition and in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.

Other Matters Relating to Seller. Section 4.1 Merger or Consolidation of4.01 MERGER OR CONSOLIDATION OF, or Assumption of the Obligations ofOR ASSUMPTION, SellerOF OBLIGATIONS OF SELLER. The Seller may not dissolve, etc. (a) Seller shall not liquidate, consolidate with or merge into any other Person or convey convey, transfer or transfer its business substantially as an entirety, or sell its properties and assets substantially as an entirety, entirety to any Person (other than, in the case of a conveyance or transfer of assets, to Buyer) unless: (i) the Person (if other than the Seller) formed by or surviving such consolidation or into which Seller is merged merger or the Person which that acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Seller substantially as an entirety shall entirety, as the case may be, if Seller is not the surviving entity, an entity will be organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and, if Seller is not the surviving entity, such entity shall and expressly assumeassumes, by an a supplemental agreement supplemental hereto, executed and delivered to the Buyer, the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to Buyerthe Buyer and the Indenture Trustee, the performance of every covenant and obligation of the Seller hereunder; (ii) the Person (if other than the Seller) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Seller substantially as an entirety, as the case may be, has delivered to Buyer the Buyer, the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer's Certificate and an Opinion of Counsel each stating that (A) an Officer’s Certificate stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale and such supplemental agreement provided in clause (i) above comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied withSection, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a legal, valid and binding obligation of such surviving entity Person enforceable against such surviving entity Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect and except as such enforceability may be limited by or general principles of equity equity, and (whether considered in a suit at law or in equity);C) all conditions precedent herein provided for relating to such transaction have been complied with; and (iii) if Seller is not the surviving entity, the surviving entity shall file a new UCC financing statement with respect to the interest of Buyer in the Transferred Assets, if any; and (iv) Seller shall have delivered prior written notice to Buyer, with a copy to the Rating Agencies Agency Condition has been satisfied with respect to such consolidation, merger, conveyance conveyance, transfer or transfersale. (b) This Section 4.1 shall not be construed to prohibit or in any way limit Seller’s ability to effectuate any consolidation or merger pursuant to which Seller would be the surviving entity. (c) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except with satisfaction of the S&P Condition and in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.

Other Matters Relating to Seller. Section 4.1 Merger or Consolidation of, or Assumption of the Obligations of, Seller, etc. (a) Seller shall not consolidate with or merge into any other Person or convey or transfer its business substantially as an entirety, or its properties and assets substantially as an entirety, to any Person (other than, in the case of a conveyance or transfer of assets, to Buyer) unless: (i) the Person formed by such consolidation or into which Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of Seller substantially as an entirety shall be, if Seller is not the surviving entity, an entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and, if Seller is not the surviving entity, such entity shall expressly assume, by an agreement supplemental hereto, executed and delivered to Buyer, in form reasonably satisfactory to Buyer, the performance of every covenant and obligation of Seller hereunder; (ii) Seller has delivered to Buyer (A) an Officer’s 's Certificate stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a legal, valid and binding obligation of such surviving entity enforceable against such surviving entity in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (iii) if Seller is not the surviving entity, the surviving entity shall file a new UCC financing statement with respect to the interest of Buyer in the Transferred Assets, if any; and (iv) Seller shall have delivered prior written notice to Buyer, with a copy to the Rating Agencies with respect to such merger, conveyance or transfer. (b) This Section 4.1 shall not be construed to prohibit or in any way limit Seller’s 's ability to effectuate any consolidation or merger pursuant to which Seller would be the surviving entity. (c) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except with satisfaction of the S&P Condition and in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s 's Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.

Other Matters Relating to Seller. Section 4.1 4.01. Merger or Consolidation of, or Assumption Assumption, of the Obligations ofof Seller. The Seller may not dissolve, Sellerliquidate, etc. (a) Seller shall not consolidate with or merge into any other Person or convey convey, transfer or transfer its business substantially as an entirety, or sell its properties and assets substantially as an entirety, entirety to any Person (other than, in the case of a conveyance or transfer of assets, to Buyer) unless: (i) the Person (if other than the Seller) formed by or surviving such consolidation or into which Seller is merged merger or the Person which that acquires by conveyance conveyance, transfer or transfer sale the properties and assets of the Seller substantially as an entirety shall entirety, as the case may be, if Seller is not the surviving entity, an entity will be organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, and, if Seller is not the surviving entity, such entity shall and expressly assumeassumes, by an a supplemental agreement supplemental hereto, executed and delivered to the Buyer, the Owner Trustee and the Indenture Trustee, in form reasonably satisfactory to Buyerthe Buyer and the Indenture Trustee, the performance of every covenant and obligation of the Seller hereunder; (ii) the Person (if other than the Seller) formed by or surviving such consolidation or merger or that acquires by conveyance, transfer or sale the properties and assets of the Seller substantially as an entirety, as the case may be, has delivered to Buyer the Buyer, the Owner Trustee and the Indenture Trustee (with a copy to each Rating Agency) an Officer's Certificate and an Opinion of Counsel each stating that (A) an Officer’s Certificate stating that such consolidation, merger, conveyance conveyance, transfer or transfer sale and such supplemental agreement provided in clause (i) above comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied withSection, and (B) an Opinion of Counsel to the effect that such supplemental agreement is a legal, valid and binding obligation of such surviving entity Person enforceable against such surviving entity Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally from time to time in effect and except as such enforceability may be limited by or general principles of equity equity, and (whether considered in a suit at law or in equity);C) all conditions precedent herein provided for relating to such transaction have been complied with; and (iii) if Seller is not the surviving entity, the surviving entity shall file a new UCC financing statement with respect to the interest of Buyer in the Transferred Assets, if any; and (iv) Seller shall have delivered prior written notice to Buyer, with a copy to the Rating Agencies Agency Condition has been satisfied with respect to such consolidation, merger, conveyance conveyance, transfer or transfersale. (b) This Section 4.1 shall not be construed to prohibit or in any way limit Seller’s ability to effectuate any consolidation or merger pursuant to which Seller would be the surviving entity. (c) The obligations of Seller hereunder shall not be assignable nor shall any Person succeed to the obligations of Seller hereunder except with satisfaction of the S&P Condition and in each case in accordance with (i) the provisions of the foregoing paragraphs, (ii) Section 2.8 or (iii) conveyances, mergers, consolidations, assumptions, sales or transfers to other entities (1) for which Seller delivers an Officer’s Certificate to Buyer indicating that Seller reasonably believes that such action will not result in a Material Adverse Effect, (2) which meet the requirements of clause (ii) of paragraph (a) and (3) for which such purchaser, transferee, pledgee or entity shall expressly assume, in an agreement supplemental hereto, executed and delivered to Buyer in writing in form satisfactory to Buyer, the performance of every covenant and obligation of Seller thereby conveyed.