Common use of Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions Clause in Contracts

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (a) 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, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; and (b) the Company or such successor corporation, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will shall not merge or consolidate with, convert into, or merge with and into, any other corporation Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person, unless: (a) either the Company shall be is the continuing corporationentity, or the successor entity (if other than the Company) shall be is 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 assumes all the obligations of the Company Company’s responsibilities and liabilities under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement, the Pledge Agreement, the Indenture Remarketing Agreement (including any supplement theretoif any) and the Remarketing Agreement Indenture by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent, the Collateral Agent and the Collateral AgentIndenture Trustee and that complies with Article 8 hereof or the applicable provisions of the Remarketing Agreement or the Indenture, as the case may be, executed and delivered to the Purchase Contract Agent, the Collateral Agent and the Collateral Agent Indenture Trustee by such corporation; , and (b) the Company or such successor corporation, as the case may be, shall will not, immediately after such merger or consolidation, conversion, merger, sale, assignment, transfer, lease or such sale or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other of its obligations or covenants under any of the foregoing such agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will shall not merge or consolidate with, convert into, or merge with and into, any other corporation Person or sell, assign, transfer, lease sell or convey all or substantially all of its properties and assets to any Person, unless: (a) either the Company shall be is the continuing corporationentity, or the successor entity (if other than the Company) shall be is 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 assumes all the obligations of the Company Company’s responsibilities and liabilities under the Purchase Contracts, the Corporate Units, the Treasury Units, this Agreement, the Pledge Agreement, the Indenture Remarketing Agreement (including any supplement theretoif any) and the Remarketing Agreement Indenture by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent, the Collateral Agent and the Collateral AgentSeries Trustee and that complies with Article 8 hereof or the applicable provisions of the Remarketing Agreement or the Indenture, as the case may be, executed and delivered to the Purchase Contract Agent, the Collateral Agent and the Collateral Agent Series Trustee by such corporation; , and (b) the Company or such successor corporation, as the case may be, shall will not, immediately after such merger or consolidation, conversion, merger, sale, assignment, transfer, lease or such sale or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other of its obligations or covenants under any of the foregoing such agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, with or merge with and into, into any other corporation Person or sellconvey, assign, transfer, transfer or lease or convey all or substantially all of its properties and assets to any another Person, unless: (a) either the Company shall be the continuing corporation, or the successor (if other than the Company) or transferee 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 Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) Indenture, the Debentures and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporationPerson; and (b) the Company or such successor corporationcorporation or transferee, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) Indenture, the Debentures or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (a) 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, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) and ), the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; and (b) the Company or such successor corporation, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (a) either the Company shall be the continuing corporationsurviving Person, 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, this Agreement, Agreement (including the Pledge Agreementprovided for herein), the Indenture (including any supplement thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; and (b) the Company or such successor corporation, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation entity or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Personentity, unless: (a) either the Company shall be the continuing corporation, or the successor (if other than the Company) shall be a corporation an entity organized and existing under the laws of the United States of America or a State thereof or the District of Columbia Columbia, and such corporation entity shall expressly assume all the obligations of the Company under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) each Debt Security Indenture, and the each applicable Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Stock Purchase Contract Agent and the Collateral Agent, executed and delivered to the Stock Purchase Contract Agent and the Collateral Agent by such corporationentity; and (b) the Company or such successor corporationentity, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including each Debt Security Indenture, or any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreementsdocuments.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, into any other corporation Person or sellconvey, assign, transfer, transfer or lease or convey all or substantially all of its properties and assets as an entirety or substantially as an entirety to any Person, unless: (a) either the Company shall be the continuing corporationPerson, 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 America, 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, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) ), the Senior Notes and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporationPerson; and (b) the Company or such successor corporationPerson, as the case may be, shall not, immediately after such consolidation, conversion, merger, saleconveyance, assignment, transfer, lease transfer or conveyancelease, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) ), the Senior Notes or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (a) 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 Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Trust Agreement, the Indenture (including any supplement thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Stock Purchase Contract Agent and the Collateral Agent, executed and delivered to the Stock Purchase Contract Agent and the Collateral Agent by such corporation; and (b) the Company or such successor corporation, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Stock Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) ), the Trust Agreement, or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, consolidate with or convert into any other corporation Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (ai) either the Company shall be is the continuing corporation, surviving entity or the successor (entity, if other than the Company) shall be , is a corporation organized and existing under the laws of the United States of America or a State America, any state thereof or the District of Columbia and such corporation shall that entity expressly assume assumes all the obligations of the Company Company’s obligations under the Purchase Contracts, this AgreementUnits, the Pledge Agreement, the Indenture (including any supplement thereto) Purchase Contracts and the Remarketing this Agreement by one or more an agreement supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agenthereto, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; andTrustee; (bii) the Company or such successor corporation, as the case may be, shall not, immediately after such the merger, consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in no default of payment obligations under the Purchase Contracts, this AgreementUnits, the Pledge AgreementPurchase Contracts or this Agreement shall have occurred and be continuing; and (iii) the Company has delivered to the Purchase Contract Agent an Officers’ Certificate and an Opinion of Counsel, the Indenture (including any supplement thereto) each stating that such merger, consolidation, conversion, sale, assignment, transfer, lease or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreementsconveyance and such supplemental agreement comply with this Article 9 and that all conditions precedent herein provided for related to such transaction have been complied with.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, into or consolidate with or into any other corporation Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (ai) either the Company shall be is the continuing corporation, surviving entity or the successor (entity, if other than the Company) shall be , is a corporation organized and existing under the laws of the United States of America or a State America, any state thereof or the District of Columbia and such corporation shall that successor entity expressly assume assumes all the obligations of the Company Company’s obligations under the Purchase Contracts, this AgreementUnits, the Pledge Agreement, the Indenture (including any supplement thereto) Purchase Contracts and the Remarketing this Agreement by one or more an agreement supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agenthereto, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporation; andTrustee; (bii) the Company or such successor corporation, as the case may be, shall not, immediately after such the merger, consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in no default of payment obligations under the Purchase Contracts, this AgreementUnits, the Pledge AgreementPurchase Contracts or this Agreement shall have occurred and be continuing; and (iii) the Company has delivered to the Purchase Contract Agent an Officers’ Certificate and an Opinion of Counsel, the Indenture (including any supplement thereto) each stating that such merger, consolidation, sale, assignment, transfer, lease or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreementsconveyance and such supplemental agreement comply with this Article 9 and that all conditions precedent herein provided for related to such transaction have been complied with.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert merge with or into, consolidate with or merge with and into, convert into any other corporation Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (a) either the Company shall be the continuing corporationsurviving Person, or the successor Person (if other than the Company) shall be a corporation an entity organized and existing under the laws of the United States of America or a State state thereof or the District of Columbia and such corporation Person shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, Agreement (including the Pledge Agreement, the Indenture (including any supplement theretoprovided for herein) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporationPerson; and (b) the Company or such successor corporationPerson, as the case may be, shall not, immediately after such merger, consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) Agreement or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.

Covenant Not to Consolidate, Merge, Convey, Transfer or Lease Property Except under Certain Conditions. The Company covenants that it will not consolidate with, convert into, or merge with and into, any other corporation Person or sell, assign, transfer, lease or convey all or substantially all of its properties and assets to any Person, unless: (a) either the Company shall be the continuing corporationsurviving Person, or the successor (if other than the Company) shall be a corporation or limited liability company organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such corporation or limited liability company shall expressly assume all the obligations of the Company under the Purchase Contracts, this Agreement, Agreement (including the Pledge Agreementprovided for herein), the Indenture (including any supplement thereto) and the Remarketing Agreement by one or more supplemental agreements in form reasonably satisfactory to the Purchase Contract Agent and the Collateral Agent, executed and delivered to the Purchase Contract Agent and the Collateral Agent by such corporationcorporation or limited liability company; and (b) the Company or such successor corporationcorporation or limited liability company, as the case may be, shall not, immediately after such consolidation, conversion, merger, sale, assignment, transfer, lease or conveyance, be in default of payment obligations under the Purchase Contracts, this Agreement, the Pledge Agreement, the Indenture (including any supplement thereto) or the Remarketing Agreement or in material default in the performance of any other covenants under any of the foregoing agreements.