Other Matters Relating to the Seller. Section 5.01. Merger or Consolidation of, or Assumption, of the Obligations of the Seller. The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
(a) the corporation formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Seller is not the surviving entity, such corporation shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Seller hereunder; and
(b) the Seller has delivered to the Buyer and the Trustee an Officers' Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 5.01 and that all conditions precedent herein provided for relating to such transaction have been complied with.
Other Matters Relating to the Seller. Merger or Consolidation of, or Assumption, of the Obligations of the Seller. The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
Other Matters Relating to the Seller. Merger or Consolidation of, or Assumption, of the Obligations of the Seller......................... 14 SECTION 5.02. Seller Indemnification of the Purchaser.................. 14 ARTICLE VI Termination SECTION 6.01. Termination.............................................. 14
Other Matters Relating to the Seller. SECTION 5.01. Merger or Consolidation of, or Assumption, of the Obligations of the Seller............................12 ARTICLE VI TERMINATION
Other Matters Relating to the Seller. SECTION 5.1. Merger or Consolidation of, or Assumption of, the Obligations ------------------------------------------------------------- of the Seller. The Seller shall not consolidate with or merge into any other ------------- corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
(a) the corporation formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia and, if the Seller is not the surviving entity, such corporation shall assume, without the execution or filing of any paper or any further act on the part of any of the parties hereto, the performance of every covenant and obligation of the Seller hereunder; and
(b) the Seller has delivered to the Buyer and the Trustee an Officer's Certificate and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction have been complied with.
Other Matters Relating to the Seller. Section 7.1 Liability of the Seller............................................................ 72 Section 7.2 Merger or Consolidation of, or Assumption of the Obligations of, the Seller........ 73 Section 7.3
Other Matters Relating to the Seller. Section 4.1 Liability of the Seller.......................................................................16
Other Matters Relating to the Seller. Section 4.1 Liability of the Seller 15 Section 4.2 Merger or Consolidation of, or Assumption of the Obligations of, the Seller 15 Section 4.3 Limitation on Liability 16 Section 4.4 Indemnification 16
Other Matters Relating to the Seller. SECTION 4.1. Merger or Consolidation of, or Assumption, of the Obligations of the Seller. The Seller shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:
(a) immediately after giving effect to any such transaction, the consolidated tangible net worth of the surviving person shall not have materially decreased, determination to be made on a pro forma basis after giving effect to the proposed transaction; and
(b) the corporation formed by such consolidation or into which the Seller is merged or the Person which acquires by conveyance or transfer the properties and assets of the Seller substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and, if the Seller is not the surviving entity, such corporation shall expressly assume, by written agreement supplemental hereto, executed and delivered to the Purchaser, in form satisfactory to the Purchaser, the performance of every covenant and obligation of the Seller hereunder and shall benefit from all the rights granted to the Seller;
(c) the Seller shall have delivered to the Purchaser and the Trustee (i) an Officers' Certificate signed by a Vice President (or any more senior officer) stating that such consolidation, merger, conveyance or transfer complies with this Section 4.1 and that all conditions precedent herein provided for relating to such transaction have been complied with and (ii) an Opinion of Counsel that such supplemental agreement is legal, valid and binding and that the entity surviving such consolidation, conveyance or transfer is organized and existing under the laws of the United States of America or any State thereof or the District of Columbia; (d) the Seller shall have delivered notice to the Rating Agencies of such consolidation, merger, conveyance or transfer and the Rating Agency Condition shall have been satisfied; and (e) Consent of Certificateholders shall have been obtained, which consent shall not be unreasonably withheld in the event that the Rating Agency Condition shall have been satisfied. provided, however, that notwithstanding the provisions at this Section 4.1, the Seller shall not merge into or convey or transfer its properties and assets substantially as an entirety to the Purchaser.
Other Matters Relating to the Seller. SECTION 4.1. Merger or Consolidation of, or Assumption, of the Obligations of the Seller 13 SECTION 4.2. Seller Indemnification of the Purchaser 14 ARTICLE V Termination. SECTION 5.1. Termination 14
