Common use of CONSOLIDATION, MERGER, SALE OR CONVEYANCE Clause in Contracts

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any of its obligations thereunder.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person Person, except that the Company may merge or group consolidate with, or sell or convey all or substantially all of affiliated Persons in one transaction or a series of related transactionsits assets to, unless any other Person, provided that (ia) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Contracts and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Unit Agent and and, in the case of the Pledge Agreement, the Collateral Agent, executed and delivered to the Agent and Unit Agent, and, in the case of the Pledge Agreement, the Collateral Agent by such corporation, and (iib) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease sale or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition under any Principal Amount or under any of its obligations thereunderthe Units.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1Section 901. COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except ------------------------------------------------------------------ Under Certain Conditions. ------------------------ The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person Person, except that the Company may merge or group consolidate with, or sell or convey all or substantially all of affiliated Persons in one transaction or a series of related transactionsits assets to, unless any other Person, provided that (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or of consolidation, or such sale, assignment, transfer, lease sale or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, entity or the successor (if other than the Company) shall be a corporation Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition under this Agreement, under any of its obligations thereunderthe Units or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE9.1 Covenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell, assign, (b) transfer, lease or convey all or substantially all of its properties and assets to any Person or group buy all or substantially all of affiliated Persons in one transaction or a series the assets of related transactionsanother Person, unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) Remarketing Agreement and the Remarketing Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company IndyMac Bancorp covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company IndyMac Bancorp shall be the continuing corporation, or the successor (if other than the CompanyIndyMac Bancorp) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company IndyMac Bancorp under the Purchase Contracts, the Subordinated Debentures, this Agreement, the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, corporation and (ii) the Company IndyMac Bancorp or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder or under any of its obligations thereunderthe Securities (including the component parts thereof).

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGESection 9.1 Covenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated DebenturesDebt Securities, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. Sell or Convey Property Except Under Certain Conditions The Company covenants that it will not merge or consolidate with or into any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, entity or the successor (if other than the Company) shall be a corporation Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation entity shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationentity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of in its payment obligations thereunder or in any material default in the performance of any of its other obligations thereunderhereunder, or under any of the Securities or the Pledge Agreement. SECTION 9.2.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE9.1 Covenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not (a) merge with or into or consolidate with any other Person or (b) sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation Person, other than an individual, organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under this Agreement, the Purchase Contracts, the Subordinated Debentures, this Agreement, Remarketing Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Purchase Contracts, under the Remarketing Agreement, or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person Person, except that the Company may merge or group consolidate with, or sell or convey all or substantially all of affiliated Persons in one transaction or a series of related transactionsits assets to, unless any other Person, provided that (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease sale or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION Section 9.1. COVENANT NOT TO MERGECovenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, the Capital Securities Guarantee, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated DebenturesDebt Securities, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of in its payment obligations thereunder or in any material default in the performance of any of its other obligations thereunderhereunder, or under any of the Securities or the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE9.1 Covenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person Person, except that the Company may merge or group consolidate with, or sell or convey all or substantially all of affiliated Persons in one transaction or a series of related transactionsits assets to, unless any other Person, provided that (ia) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Contracts and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Unit Agent and and, in the case of the Pledge Agreement, the Collateral Agent, executed and delivered to the Agent and Unit Agent, and, in the case of the Pledge Agreement, the Collateral Agent by such corporation, and (iib) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease sale or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition under any Principal Agreement or under any of its obligations thereunderthe Units.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE9.1 Covenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell, assign, (b) transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionsPerson, unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) Remarketing Agreement and the Remarketing Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunder.the Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement. 69

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1Section 901. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person Person, except that the Company may merge or group consolidate with, or sell or convey all or substantially all of affiliated Persons in one transaction or a series of related transactionsits assets to, unless any other Person, provided that (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or of consolidation, or such sale, assignment, transfer, lease sale or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION Section 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, Agreement and the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Securities or under the Pledge Agreement.

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company IndyMac Bancorp covenants that it will not merge or consolidate with any other Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless (i) either the Company IndyMac Bancorp shall be the continuing corporation, or the successor (if other than the CompanyIndyMac Bancorp) shall be a corporation organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation shall expressly assume all the obligations of the Company IndyMac Bancorp under the Purchase Contracts, the Subordinated Debentures, this Agreement, the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporation, and (ii) the Company IndyMac Bancorp or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder or under any of its obligations thereunderthe Securities (including the component parts thereof).

CONSOLIDATION, MERGER, SALE OR CONVEYANCE. SECTION 9.1. COVENANT NOT TO MERGE9.1 Covenant Not to Merge, CONSOLIDATEConsolidate, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONSSell or Convey Property Except Under Certain Conditions. The Company covenants that that, so long as any Units are outstanding, it will not (a) merge with or into or consolidate with any other Person or sell, assign, (b) transfer, lease or convey all or substantially all of its properties and assets to any Person or group of affiliated Persons in one transaction or a series of related transactionsPerson, unless (i) either the Company shall be the continuing corporationentity, or the successor (if other than the Company) shall be a corporation corporation, partnership or trust organized and existing under the laws of Bermuda or the United States of America or a State thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, the Subordinated Debentures, this Agreement, the Pledge Agreement, the Subordinated Indenture (including any supplemental indenture thereto) Remarketing Agreement and the Remarketing Pledge Agreement by one or more supplemental agreements in form reasonably satisfactory to the Agent and the Collateral Agent, executed and delivered to the Agent and the Collateral Agent by such corporationPerson, and (( ii) the Company or such successor corporationsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default of its payment obligations thereunder or in material default in the performance of any covenant or condition hereunder, under any of its obligations thereunderthe Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.