Covenants of XLFA. 11 Section 6.02 Covenants of The Asset Trust......................12
Covenants of XLFA. (a) XLFA hereby covenants and agrees that, prior to the termination of this Agreement, it shall not amend, restate, revise or otherwise alter the rights, terms and preferences of the Series B Preferred Shares, whether by operation of merger, reorganization or otherwise, without the prior consent of the Asset Trust, and it will not register the Series B Preferred Shares with the Securities and Exchange Commission under the Securities Act of 1933, as amended, prior to the termination of the Put Option. Notwithstanding the foregoing, XLFA may enter into a plan of merger, sale of assets or voluntary liquidation only if (A) following the transaction, (i) the surviving corporation has no outstanding equity securities (or obligation to issue such equity securities) that rank senior to the Series B Preferred Shares as to dividends or in a liquidation or dissolution of the surviving corporation, (ii) the Series B Preferred Shares are exchanged for Series B Preferred Shares or securities of the surviving corporation having the same rights and preferences as the Series B Preferred Shares and (iii) either by law or express agreement the surviving corporation assumes all of the obligations of XLFA under this Agreement and under the Asset Trust Expense Reimbursement Agreement or (B) XLFA has redeemed or called for redemption all of the Series B Preferred Shares.
