Common use of Merger and Other Transactions Clause in Contracts

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. As long as the Note is Notes are 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 's obligation to make due and punctual payments upon the Note Notes 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 Notes assigned by each Rating Agency remains unchanged as evidenced by a written confirmation from each Rating Agency assigning a rating to the Note Notes 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 Notes 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's, the Trust’s's, the Deal Agent’s 's or any Noteholder’s '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.