Common use of Covenants of the Guarantor Clause in Contracts

Covenants of the Guarantor. (a) The Guarantor, for so long as any Trust Preferred Securities remain outstanding, shall maintain, or shall cause a Qualified Subsidiary to maintain, 100% ownership of the Trust Common Security. Any transfer of the Trust Common Security from the Guarantor to a Qualified Subsidiary or from a Qualified Subsidiary to the Guarantor or to another Qualified Subsidiary is conditioned on the receipt by the Guarantor of an opinion of a nationally recognized law firm in the United States experienced in such matters to the effect that (A) the Company shall continue to be treated as a partnership for U.S. federal income tax purposes, (B) such transfer shall not cause the Company or the Trust to be classified as an association or publicly traded partnership taxable as a corporation for United States federal income tax purposes, (C) such transfer shall not cause the Company or the Trust to be required to register under the 1940 Act; (D) such transfer shall not adversely affect the limited liability of the holders of the Class B Preferred Securities and (E) such transfer shall not otherwise result in a Trust Special Redemption Event and/or a Company Special Redemption Event. (b) For so long as any Trust Preferred Securities remain outstanding, the Guarantor shall cause the Trust to remain a statutory trust and shall use its commercially reasonable efforts to ensure that the Trust shall not be classified as other than a grantor trust for U.S. federal income tax purposes. (c) The Guarantor, for so long as any of the Trust Securities are outstanding, shall not permit, or take any action to cause, the dissolution, liquidation, termination or winding up of the Trust, unless (i) a Trust Special Redemption Event or a Company Special Redemption Event occurs or (ii) the Company is in liquidation and the approval of any necessary regulatory authorities to such action has been received.