Common use of Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions Clause in Contracts

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that, so long as any Units are outstanding, it will not (a) merge or amalgamate with or into or consolidate with any other Person or (b) transfer, lease or convey all or substantially all its assets to any Person or buy all or substantially all of the assets of another Person, unless (i) either (A) the Company shall be the surviving person or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated or the Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia) or Bermuda, and such person expressly assumes all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge 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 Person, and (ii) the Company or such successor Person, as the case may be, shall not, immediately after such merger or consolidation, or such transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that, so long as any Units are outstanding, it will not (a) merge or amalgamate with or into or consolidate with any other Person or (b) transfer, lease or convey all or substantially all its assets to any Person or buy all or substantially all of the assets of another Person, unless (i) either (A) the Company shall be the surviving person continuing entity, or (B) the Person successor (if other than the Company) formed by such consolidation shall be a corporation, partnership or into which the Company is merged or amalgamated or the Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company is an entity trust organized and existing under the laws of the United States of America (including any or a State thereof or the District of Columbia) or Bermuda, Columbia and such person Person shall expressly assumes assume all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge 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 Person, and (ii) the Company or such successor Personsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that, so long as any Units are outstanding, it will not (a) merge or amalgamate with or into or consolidate with any other Person or (b) transfer, lease or convey all or substantially all its assets to any Person or buy all or substantially all of the assets of another Person, unless (i) either (A) the Company shall be the surviving person or (B) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated or the Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company is an entity organized and existing under the laws of the United States of America (including any State thereof or the District of Columbia) ), the United Kingdom, the Cayman Islands, Bermuda or Bermudaany country which is, on December 6, 2005, a member of the Organization of Economic Cooperation and such person Development or the European Union and shall expressly assumes assume, all the obligations of the Company under the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge 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 Person, and (ii) the Company or such successor Personsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement or under the Pledge Agreement.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that, so long as any Units are outstanding, that it will not (a) merge or amalgamate 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 buy all group of affiliated Persons in one transaction or substantially all a series of related transactions other than, with respect to clause (b), a direct or indirect wholly-owned subsidiary of the assets of another PersonCompany, unless (i) either (A) the Company shall be the surviving person continuing corporation, or (B) the Person successor (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated or the Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Company is an entity shall be a corporation organized and existing under the laws of the United States of America (including any or a State thereof or the District of Columbia) or Bermuda, Columbia and such person corporation shall expressly assumes assume all the obligations of the Company under the Purchase Contracts, the Notes, this Agreement, the Remarketing Agreement and the Pledge 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 Personcorporation, and (ii) the Company or such successor Personcorporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement Agreement, or under the Pledge Agreement. Notwithstanding anything herein to the contrary, a wholly-owned subsidiary of the Company to whom the Company has sold, assigned, transferred, leased or conveyed all or substantially all of its properties and assets shall be required to expressly assume by a supplemental agreement, executed and delivered to the Agent, in form satisfactory to the Agent, all the obligations of the Company under Section 7.7.

Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions. The Company covenants that, so long as any Units are outstanding, that it will not (a) merge or amalgamate 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 buy all group of affiliated Persons in one transaction or substantially all a series of the assets of another Personrelated transactions, unless (i) either (A) the Company shall be the surviving person continuing entity, or (B) the Person successor (if other than the Company) formed by such consolidation or into which the Company is merged or amalgamated or the Person which acquires by conveyanceshall be a Person, transfer or lease all or substantially all of the properties and assets of the Company is other than an entity individual, organized and existing under the laws of the United States of America (including any or a State thereof or the District of Columbia) or Bermuda, Columbia and such person corporation shall expressly assumes assume all the obligations of the Company under this Agreement, the Purchase Contracts, this Agreement, the Remarketing Agreement and the Pledge 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 Person, and (ii) the Company or such successor Personsuccessor, as the case may be, shall not, immediately after such merger or consolidation, or such sale, assignment, transfer, lease or conveyance, be in default in the performance of any covenant or condition hereunder, under any of the Purchase Contracts, under the Remarketing Agreement Agreement, or under the Pledge Agreement.