EFTA01365680.pdf

of such formed or surviving corporation as a legal entity separate and apart from any of its Affiliates as are applicable to the Merging Entity with respect to its Affiliates and (ii) not to consolidate or merge with or into any other Person or transfer or convey the Collateral or all or substantially all of its assets to any other Person except in accordance with the provisions of this Section 7.10; (d) if the Merging Entity is not the surviving corporation, the Successor Entity shall have delivered to the Trustee and each Rating Agency (with a copy to the Collateral Manager) an Officer's certificate and an Opinion of Counsel each stating that such Person shall be duly organized, validly existing and in good standing in the jurisdiction in which such Person is organized; that such Person has sufficient power and authority to assume the obligations set forth in subsection (a) above and to execute and deliver an indenture supplemental hereto for the purpose of assuming such obligations; that such Person has duly authorized the execution, delivery and performance of an indenture supplemental hereto for the purpose of assuming such obligations and that such supplemental indenture is a valid, legal and binding obligation of such Person, enforceable in accordance with its terms, subject only to bankruptcy, reorganization, insolvency, moratorium and other laws affecting the enforcement of creditors' rights generally and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); if the Merging Entity is the Issuer, that, immediately following the event which causes such Successor Entity to become the successor to the Issuer, (i) such Successor Entity has tide, free and clear of any lien, security interest or charge, other than the lien and security interest of this Indenture, to the Collateral securing all of the Notes, and (ii) the Trustee continues to have a valid perfected first priority security interest in the Collateral; and in each case as to such other matters as the Trustee or any Noteholder may reasonably require; (e) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (f) the Merging Entity shall have notified each Rating Agency of such consolidation, merger, transfer or conveyance and shall have delivered to the Trustee and each Noteholder (with a copy to the Collateral Manager) an Officer's certificate and an Opinion of Counsel each stating that such consolidation, merger, transfer or conveyance and such supplemental indenture comply with this Article 7 and that all conditions precedent in this Article 7 relating to such transaction have been complied with and that no material adverse U.S. federal tax consequences will result therefrom to the Holders of the Securities (relative to the tax consequences of not affecting the merger or consolidation); (g) the Merging Entity shall have delivered to the Trustee (with a copy to the Collateral Manager) an Opinion of Counsel stating that after giving effect to such transaction, neither of the Co-Issuers (or, if applicable, the Successor Entity) or the pool of Collateral will be required to register as an investment company under the Investment Company Act; and (h) after giving effect to such transaction, the outstanding stock (which for the avoidance of doubt excludes the Income Notes) of the Merging Entity (or, if applicable, the Successor Entity) will not be beneficially owned within the meaning of the Investment Company Act by any U.S. person. 125 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0056608 CONFIDENTIAL SDNY GM_00202792 EFTA01365680