IN CONNECTION WITH THE SALE OF ASSETS BY THE
ISSUER) CONTEMPLATED BY THIS INDENTURE) WITHOUT THE PRIOR WRITTEN CONSENT OF
HOLDERS OF A MAJORITY OF THE NOTES AND A MAJORITY OF THE CONTROLLING CLASS (OR
IF THERE ARE NO NOTES OUTSTANDING, A MAJORITY OF THE PREFERRED SHARES) AND SHALL
PROVIDE NOTICE OF ALL NEW AGREEMENTS (OTHER THAN ANY HEDGE AGREEMENT, COLLATERAL
DEBT SECURITY OR OTHER AGREEMENT SPECIFICALLY CONTEMPLATED BY THIS INDENTURE) TO
THE HOLDERS OF THE NOTES.
THE FOREGOING NOTWITHSTANDING, THE ISSUER MAY AGREE
TO ANY NEW AGREEMENTS; PROVIDED THAT (I) THE ISSUER, OR THE COLLATERAL MANAGER
ON BEHALF OF THE ISSUER, DETERMINES THAT SUCH NEW AGREEMENTS WOULD NOT, UPON OR
AFTER BECOMING EFFECTIVE, ADVERSELY AFFECT THE RIGHTS OR INTERESTS OF ANY CLASS
OR CLASSES OF NOTEHOLDERS AND (II) SUBJECT TO SATISFACTION OF THE RATING AGENCY
CONDITION.
(F)
AS LONG AS ANY OFFERED NOTE IS OUTSTANDING, QRS S1 CORP. MAY NOT
TRANSFER THE PREFERRED SHARES TO ANY OTHER PERSON.
(G)
FOR SO LONG AS ANY OFFERED NOTE IS OUTSTANDING, QRS S1 CORP. MAY NOT
SELL, TRANSFER OR FINANCE ANY NON-OFFERED NOTE EXCEPT IN ACCORDANCE WITH THE
TRANSFER RESTRICTIONS SET FORTH IN SECTION 2.5(E)(IV).
SECTION 7.9
STATEMENT AS TO COMPLIANCE.
(A)
ON OR BEFORE JANUARY 31, IN EACH CALENDAR YEAR, COMMENCING IN 2008 OR
IMMEDIATELY IF THERE HAS BEEN A DEFAULT IN THE FULFILLMENT OF AN OBLIGATION
UNDER THIS INDENTURE, THE ISSUER SHALL DELIVER TO THE TRUSTEE (WHICH SHALL
DELIVER A COPY TO EACH HEDGE COUNTERPARTY AND EACH RATING AGENCY) AN OFFICER'S
CERTIFICATE GIVEN ON BEHALF OF THE ISSUER AND WITHOUT PERSONAL LIABILITY
STATING, AS TO EACH SIGNER THEREOF, THAT, SINCE THE DATE OF THE LAST CERTIFICATE
OR, IN THE CASE OF THE FIRST CERTIFICATE, THE CLOSING DATE, TO THE BEST OF THE
KNOWLEDGE, INFORMATION AND BELIEF OF SUCH OFFICER, THE ISSUER HAS FULFILLED ALL
OF ITS OBLIGATIONS UNDER THIS INDENTURE OR, IF THERE HAS BEEN A DEFAULT IN THE
FULFILLMENT OF ANY SUCH OBLIGATION, SPECIFYING EACH SUCH DEFAULT KNOWN TO THEM
AND THE NATURE AND STATUS THEREOF.
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SECTION 7.10
ISSUER AND CO-ISSUER MAY CONSOLIDATE OR MERGE ONLY ON
CERTAIN TERMS.
(A)
THE ISSUER SHALL NOT CONSOLIDATE OR MERGE WITH OR INTO ANY OTHER PERSON
OR TRANSFER OR CONVEY ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY PERSON,
UNLESS PERMITTED BY THE GOVERNING DOCUMENTS AND CAYMAN ISLANDS LAW AND UNLESS:
(I)
THE ISSUER SHALL BE THE SURVIVING ENTITY, OR THE PERSON (IF OTHER THAN
THE ISSUER) FORMED BY SUCH CONSOLIDATION OR INTO WHICH THE ISSUER IS MERGED OR
TO WHICH ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE ISSUER ARE TRANSFERRED
SHALL BE AN ENTITY ORGANIZED AND EXISTING UNDER THE LAWS OF THE CAYMAN ISLANDS
OR SUCH OTHER JURISDICTION APPROVED BY A MAJORITY OF EACH AND EVERY CLASS OF THE
NOTES (EACH VOTING AS A SEPARATE CLASS) AND A MAJORITY OF THE PREFERRED SHARES;
PROVIDED THAT NO SUCH APPROVAL SHALL BE REQUIRED IN CONNECTION WITH ANY SUCH
TRANSACTION UNDERTAKEN SOLELY TO EFFECT A CHANGE IN THE JURISDICTION