This excerpt taken from the ACGL 8-K filed Aug 31, 2006.
Until the Commitments have expired or terminated, no Notes or Letters of Credit are outstanding (or, in the case of Letters of Credit, such Letters of Credit are either (i) collateralized by cash and/or Cash Equivalents equal to not less than 100% of the accounts outstanding or available for drawing in a manner satisfactory to the Agents or (ii) supported by back-to-back letters of credit the terms, conditions and issuer of which are satisfactory to the Agents), and the principal of and interest on each Loan, all Tranche 1 Unpaid Drawings and Tranche 2 Unpaid Drawings and all fees payable hereunder have been paid in full, each Borrower covenants and agrees (solely as to itself and its Subsidiaries) with the Lenders that:
Section 7.01. Changes in Business and Investments. No Borrower will, nor will it permit any of its Subsidiaries to, engage (directly or indirectly) in any business other than businesses in which they are engaged on the Restatement Effective Date and reasonable extensions thereof and other businesses that are complementary or reasonably related thereto.
Section 7.02. Consolidations, Mergers, Sales of Assets and Acquisitions. (a) No Borrower will, nor will it permit any of its Subsidiaries to, consolidate or merge with or into any other Person, provided that (i) the Parent Borrower may merge with another Person if (x) the Parent Borrower is the corporation surviving such merger and (y) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, (ii) Intermediate Holdings may merge with another Person if (x) Intermediate Holdings is the corporation surviving such merger and (y) immediately after giving effect to such merger, no Default or Event of Default shall have occurred and be continuing, and (iii) Subsidiaries of any Borrower (other than Intermediate Holdings) may merge with one another provided that if any such merger involves a Designated Subsidiary Borrower, then the corporation surviving such merger must be a Designated Subsidiary Borrower.
(b) No Borrower will, nor will it permit any of its Subsidiaries to, sell, convey, assign, lease, abandon or otherwise transfer or dispose of, voluntarily or involuntarily (any of the foregoing being referred to in this Section 7.02(b) as a Disposition and any series of related Dispositions constituting but a single Disposition), any of its properties or assets, tangible or intangible (including but not limited to sale, assignment, discount or other disposition of accounts, contract rights, chattel paper or general intangibles with or without recourse), except: