Common use of Directors' certification Clause in Contracts

Directors' certification. If any two directors of the Substituted Issuer certify that immediately prior to the assumption of its obligations as Substituted Issuer under the Security Documents, the Notes and the other Documents the proposed Substituted Issuer is solvent after taking account of all prospective and contingent Liabilities resulting from its becoming the Substituted Issuer, the Note Trustee need not have regard to the financial condition, profits or prospects of the proposed Substituted Issuer or compare the same with those of the Issuer (or of any previous substitute under this Clause) or have regard to the possibility of avoidance of the Security or any part thereof on the grounds of insolvency or the proximity to insolvency, liquidation or some other event of the Substituted Issuer;

Directors' certification. If any two directors of the Substituted Issuer certify that immediately prior to the assumption of its obligations as Substituted Issuer under the Security Documents, the Notes and the other Documents the proposed Substituted Issuer is solvent after taking account of all prospective and contingent Liabilities liabilities resulting from its becoming the Substituted Issuer, the Note Trustee need not have regard to the financial condition, profits or prospects of the proposed Substituted Issuer or compare the same with those of the Issuer (or of any previous substitute under this Clause) or have regard to the possibility of avoidance of the Security or any part thereof on the grounds of insolvency or the proximity to insolvency, liquidation or some other event of the Substituted Issuercreation of the Security;