Common use of Conduct of Business and Maintenance of Existence Clause in Contracts

Conduct of Business and Maintenance of Existence. The Guarantor will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).

Conduct of Business and Maintenance of Existence. The Guarantor Such Borrower will continue, and will cause each Material Significant Subsidiary and Subsidiary Account Party to continue, to engage principally in the business of insurance and/or investment management or businesses incidental, the same general type as conducted by such Borrower and its Significant Subsidiaries on the Closing Date and business reasonably related or complementary incidental thereto and will preserve, renew and keep in full force and effect, and will cause each Material Significant Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) effect, their respective corporate existence and (b) their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the case normal conduct of the foregoing clause (b), the loss of which would not reasonably be expected to result business; provided that nothing in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, this Section 6.3 shall prohibit (i) any Subsidiary may merge with merger or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that consolidation involving such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party Borrower which is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with permitted by Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole6.6, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution merger of a Material Subsidiary, a Material Significant Subsidiary into such Borrower or the Guarantor, (y) in the case of the liquidation merger or dissolution consolidation of a Significant Subsidiary Account Partywith or into another Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, a Subsidiary Account Party in each case, after giving effect thereto, no Default with respect to such Borrower shall have occurred and be continuing or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) the termination of the corporate existence of any Significant Subsidiary if such Borrower in good faith determines that such termination is in the case best interest of such Borrower and is not materially disadvantageous to the Lenders and provided further that neither such Borrower nor any of its Significant Subsidiaries shall be required to preserve any right, privilege or franchise if the board of directors (or equivalent governing body) of such Borrower or such Significant Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the liquidation business of such Borrower or dissolution of a Subsidiary Account Partysuch Significant Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Borrower or such Significant Subsidiary.

Conduct of Business and Maintenance of Existence. The Guarantor Parent will (a) continue, and will cause each Material Subsidiary and Subsidiary Account Party its Subsidiaries (except Insignificant Subsidiaries) to continue, to engage in the business of insurance and/or investment management or aerospace, electrical and hydraulics and other material businesses incidentalin which the Company and its Subsidiaries are engaged on the date hereof, related or complementary thereto and will (b) preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party its Subsidiaries (except Insignificant Subsidiaries) to preserve, renew and keep in full force and effect (a) their respective corporate existence organizational existences and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (i) the merger of a Subsidiary (other than the Company) into Parent or the merger or consolidation of a Subsidiary with or into another Person if the Person surviving such consolidation or merger is a Subsidiary and if, licenses in the case of a merger or consolidation of an Eligible Subsidiary with or into another Person, such Person shall promptly execute and franchisesdeliver to the Administrative Agent an Election to Participate and provide any applicable “know your customer” information required by any Bank or the Administrative Agent, and in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the organizational existence of any Subsidiary (other thanthan the Company) if Parent in good faith determines that such termination is in the best interest of Parent and is not materially disadvantageous to the Banks and, prior to any such termination, all outstanding obligations of such Subsidiary that are then due to each Bank and the Administrative Agent under this Agreement shall have been satisfied, (iii) any sale, lease, transfer or other disposition of assets or any sale, transfer or other disposition of the Equity Interests of a Subsidiary to another Person if such Person is a Subsidiary or if it is otherwise permitted by Section 5.10, (iv) the migration of a Subsidiary to another jurisdiction (which, in the case of the foregoing clause (bCompany or any other Borrower that is a Domestic Subsidiary of Parent, shall be a jurisdiction within the United States of America), (v) the loss conversion of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11into a limited liability company, as applicable, a corporation or other organizational form or (iiivi) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor Parent or any Subsidiary Account Party may merge or consolidate with another Person from entering into businesses in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors addition to those of the Guarantor determines in good faith that such liquidation or dissolution is in general type now conducted by the best interests of the Guarantor Company and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).

Conduct of Business and Maintenance of Existence. The Guarantor Borrower will continue, and will cause each its Material Subsidiary and Subsidiary Account Party Subsidiaries to continue, to engage in the business of insurance and/or investment management the same general type as now conducted by the Borrower and its Material Subsidiaries, and will not, and will not permit any of its Subsidiaries to, engage in any business that is not of the same general type as now conducted by the Borrower and its Subsidiaries or other businesses incidental, that are reasonably related or complementary incidental thereto or that, in the judgment of the board of directors of the Borrower, are reasonably expected to materially enhance the other businesses in which the Borrower and its Subsidiaries are engaged, and will preserve, renew and keep in full force and effect, and will cause each such Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) effect, their respective corporate existence and (b) their respective rights, privileges, licenses privileges and franchises, other thanfranchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.2 shall prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in the case of the foregoing clause (b)each case, the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto thereto, no Default has shall have occurred and is be continuing, provided that this clause (i) any Subsidiary may merge with or into shall not permit (A) the Guarantor, provided that the merger of a Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be Person unless the surviving entity or, if such Material Subsidiary or Subsidiary Account Party Guarantor is not the surviving entity, or (B) the surviving entity shall be deemed to be merger of any Subsidiary of a Material Subsidiary Guarantor with any Person other than such Guarantor, another Guarantor or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) of a Guarantor if any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to Guaranty Coverage Percentage would be less than the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that Required Percentage immediately after such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a wholemerger, (ii) the assets termination of the corporate existence of any Material Subsidiary of the Borrower (other than a Guarantor) if the Borrower, in good faith determines that such liquidated or dissolved Subsidiary are received by termination is (xA) in the case best interest of the liquidation or dissolution of a Material SubsidiaryBorrower and (B) does not cause any Guaranty Coverage Percentage to fall below the Required Percentage, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) the discontinuance of the business of any Material Subsidiary (other than a Guarantor) if the Borrower in good faith determines that such discontinuance is (A) in the case best interest of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with Borrower and (B) does not cause any Guaranty Coverage Percentage to fall below the terms of Section 8.11(b)Required Percentage."

Conduct of Business and Maintenance of Existence. The Guarantor Borrower (a) will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Borrower and its Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (b) will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing clause failure of the Borrower to comply with subclause (b)) (y) of this Section 5.04 or the failure of a Subsidiary to comply with clauses (a) or (b) of this Section 5.04, such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except provided that nothing in this Section 5.04 shall prohibit (i) the merger or consolidation of a Subsidiary with or into the Borrower or a Wholly-Owned Consolidated Subsidiary, (ii) the sale, lease, transfer, assignment or other disposition by a Subsidiary of all or any part of its assets to the Borrower or to a Wholly-Owned Consolidated Subsidiary, (iii) the merger or consolidation of a Subsidiary with or into a Person other than the Borrower or a Wholly-Owned Consolidated Subsidiary, if at the time thereof Person surviving such consolidation or merger is a Subsidiary and immediately after giving effect thereto thereto, no Default has shall have occurred and is be continuing, (iiv) any Subsidiary may merge with or into the Guarantorsale, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Subsidiary of all or any part of its assets to a Person other than the Guarantor Borrower or a Wholly-Owned Consolidated Subsidiary if the Person to another Material which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary or Subsidiary Account Party and immediately after giving effect thereto, no Default shall have occurred and be continuing, (ivv) any transaction permitted pursuant to Section 5.12, (vi) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with termination of the terms corporate existence of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines Borrower in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Borrower and its Subsidiaries, taken as a whole, is not materially disadvantageous to the Banks and (iivii) the sale, lease, transfer, assignment or other disposition (including any such transaction by way of merger or consolidation) by the Borrower of all or any part of its assets to a Person other than the Borrower or a Subsidiary if (A) immediately after giving effect thereto, no Default shall have occurred and be continuing and (B) the Borrower is a Subsidiary of such liquidated Person or dissolved Subsidiary the Borrower and such Person are received by (x) in the case Subsidiaries of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)same Person.

Conduct of Business and Maintenance of Existence. The Guarantor (a) will continuenot engage in any business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related thereto, and (b) will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Guarantor's Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (c) will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate legal existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing failure of the Guarantor to comply with subclause (c) (y) of this Section 5.04 or the failure of a Subsidiary to comply with clause (b)) or (c) of this Section 5.04, such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except PROVIDED that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, nothing in this Section 5.04 shall prohibit (i) any the merger or consolidation of a Subsidiary may merge (other than the Borrower) with or into the Guarantor, provided that the Guarantor shall be the surviving entityor a Wholly-Owned Consolidated Subsidiary, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiarythe sale, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Subsidiary (other than the Borrower) of all or any part of its assets to the Guarantor or to another Material a Wholly-Owned Consolidated Subsidiary, (iii) the merger or consolidation of a Subsidiary (other than the Borrower) with or into a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person surviving such consolidation or merger is a Subsidiary Account Party and immediately after giving effect thereto, no Default shall have occurred and be continuing, (iv) the sale, lease, transfer, assignment or other disposition by a Subsidiary (other than the Borrower) of all or any part of its assets to a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person to which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (v) any transaction permitted pursuant to Section 5.11 or (vi) the termination of the legal existence of any Subsidiary Account Party may merge or consolidate with another Person in accordance with (other than the terms of Section 5.09. Notwithstanding the foregoing, Borrower) if the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor and its Subsidiaries, taken as a whole, (ii) is not materially disadvantageous to the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Banks.

Conduct of Business and Maintenance of Existence. The Guarantor Company will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, Company; provided that the Guarantor Company shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, ; provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.119.13, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor Company or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor Company or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor Company may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor Company determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor Company and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the GuarantorCompany, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor Company or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor Company and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b9.13(b).

Conduct of Business and Maintenance of Existence. The Guarantor Borrower (a) will continue, and will cause each of AES BVI II, the Material Subsidiary AES Entities and Subsidiary Account Party the Pledged Subsidiaries to continue, to engage in a Permitted Business; (b) will continue, and will cause AES BVI II, each Material AES Entity and each Pledged AES Fourth Amended and Restated Credit Agreement Subsidiary to continue, to operate their respective businesses on a basis substantially consistent with the business policies and standards of insurance and/or investment management the Borrower, AES BVI II or businesses incidental, related such Material AES Entity or complementary thereto such Pledged Subsidiary as in effect on the date hereof and (c) will preserve, renew and keep in full force and effect, and will cause AES BVI II, each Material AES Entity and each Pledged Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses privileges and franchises, other thanfranchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if the Person surviving such consolidation or merger is a Subsidiary and if, in the case of the foregoing clause (b)each case, the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto (x) no Default has shall have occurred and is be continuing, (iy) neither the Borrower or any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be liable for any Debt of such Subsidiary except to the surviving entityextent it was liable for such Debt prior to giving effect to such merger and (z) the transaction is otherwise permitted by Section 5.11, (ii) any Material Subsidiary asset disposition by the Borrower or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with of its Subsidiaries permitted by Section 8.11, as applicable, 5.18 and (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose the termination of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or corporate existence of any Subsidiary Account Party may merge or consolidate with another Person in accordance with (other than a Subsidiary Guarantor) if the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines Borrower in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Borrower and its Subsidiaries, taken as a whole, (ii) is not materially disadvantageous to the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Bank Parties.

Conduct of Business and Maintenance of Existence. The Guarantor Avnet will continue, continue and will cause each Material Subsidiary (other than a Subsidiary which is a Non-Core Subsidiary) and Subsidiary Account Party each division (other than a division which is a Non-Core Division) to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by Avnet and each of its Subsidiaries and each of its divisions, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material of its Subsidiaries (other than a Subsidiary and Subsidiary Account Party which is a Non-Core Subsidiary) to preserve, renew and keep in full force and effect their respective corporate existences and, except for any such rights, privileges and franchises the failure to preserve which would not in the aggregate have a material adverse effect on Avnet and its Subsidiaries taken as a whole or the ability of any Loan Party to perform any of its obligations under any Loan Document; provided that nothing in this Section 6.04 shall prohibit (a) their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board merger of directors a Subsidiary of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a wholeAvnet into Avnet, (ii) the assets merger of any Designated Borrower into another Designated Borrower or (iii) the merger or consolidation of any Subsidiary of Avnet which is not a Designated Borrower with or into another Person if (A) the corporation surviving such liquidated consolidation or dissolved merger is a Wholly-Owned Consolidated Subsidiary are received by of Avnet, (xB) in respect of any such merger involving a Designated Borrower, such Designated Borrower is the surviving entity and (C) such merger or consolidation is not prohibited by Section 6.14(h); provided that, in each case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor(i), (yii) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii), after giving effect to any such merger or consolidation, no Default or Event of Default shall have occurred and be continuing and (b) the termination of the corporate (or equivalent) existence of any Subsidiary of Avnet that is not a Designated Borrower or the discontinuation or alteration of any line of business of Avnet or any of its Subsidiaries if Avnet in good faith determines that such termination or alteration is in the best interest of Avnet or such Subsidiary, as the case of may be, and if such termination or alteration is not materially disadvantageous to the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Lenders.

Conduct of Business and Maintenance of Existence. The Guarantor Borrower will continue, and will cause each its Material Subsidiary and Subsidiary Account Party Subsidiaries to continue, to engage in the business of insurance and/or investment management the same general type as now conducted by the Borrower and its Material Subsidiaries, and will not, and will not permit any of its Subsidiaries to, engage in any business that is not of the same general type as now conducted by the Borrower and its Subsidiaries or other businesses incidental, that are reasonably related or complementary incidental thereto or that, in the judgment of the board of directors of the Borrower, are reasonably expected to materially enhance the other businesses in which the Borrower and its Subsidiaries are engaged, and will preserve, renew and keep in full force and effect, and will cause each such Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) effect, their respective corporate existence and (b) their respective rights, privileges, licenses privileges and franchises, other thanfranchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.2 shall prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in the case of the foregoing clause (b)each case, the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto thereto, no Default has shall have occurred and is be continuing, provided that this clause (i) any Subsidiary may merge with or into shall not permit (A) the Guarantor, provided that the merger of a Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be Person unless the surviving entity or, if such Material Subsidiary or Subsidiary Account Party Guarantor is not the surviving entity, or (B) the surviving entity shall be deemed to be merger of any Subsidiary of a Material Subsidiary Guarantor with any Person other than such Guarantor, another Guarantor or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) of a Guarantor if any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to Guaranty Coverage Percentage would be less than the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that Required Percentage immediately after such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a wholemerger, (ii) the assets termination of the corporate existence of any Material Subsidiary of the Borrower (other than a Guarantor) if the Borrower, in good faith determines that such liquidated or dissolved Subsidiary are received by termination is (xA) in the case best interest of the liquidation or dissolution of a Material SubsidiaryBorrower and (B) does not cause any Guaranty Coverage Percentage to fall below the Required Percentage, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) the discontinuance of the business of any Material Subsidiary (other than a Guarantor) if the Borrower in good faith determines that such discontinuance is (A) in the case best interest of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with Borrower and (B) does not cause any Guaranty Coverage Percentage to fall below the terms of Section 8.11(b)Required Percentage.

Conduct of Business and Maintenance of Existence. The Guarantor Each Loan Party will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Borrower and its Subsidiaries, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party of its Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate existence and, except for any such rights, privileges and (b) franchises the failure to preserve which would not in the aggregate have a Material Adverse Effect, their respective rights, privileges, licenses privileges and franchises, other thanfranchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of the Borrower or any Subsidiary of the Borrower with or into another Person if the corporation surviving such consolidation or merger is, in the case of any merger or consolidation involving the foregoing clause (b)Borrower, the loss Borrower, and in the case of which would not reasonably be expected to result any merger or consolidation involving any Subsidiary of the Borrower, a Wholly-Owned Consolidated Subsidiary of the Borrower and if, in a Material Adverse Effect; except that if at the time thereof and immediately each case, after giving effect thereto thereto, no Default has shall have occurred and is continuing, (i) any Subsidiary may merge with be continuing or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) the termination of the corporate existence of any Material Subsidiary of the Borrower or Subsidiary Account Party may merge with the discontinuation of any line of business of the Borrower or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary Subsidiaries if (i) the board of directors of the Guarantor determines Borrower in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Borrower and is not materially disadvantageous to the Lenders; and provided further that the parties agree that this Section 5.04 shall not prohibit the Borrower and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) Subsidiaries from engaging in the case business of (or acquiring other businesses and assets not otherwise prohibited by this Agreement if such businesses are engaged in, or such assets are used to conduct the liquidation or dissolution business of) any Permitted Lines of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Business.

Conduct of Business and Maintenance of Existence. The Guarantor Company will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the GuarantorCompany, provided that the Guarantor Company shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.1110.13, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor Company or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor Company or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor Company may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor Company determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor Company and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the GuarantorCompany, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor Company or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor Company and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b10.13(b).

Conduct of Business and Maintenance of Existence. The Guarantor Each of Trane Parent and each Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by Trane Parent, related or complementary thereto each Borrower and such Material Subsidiary, and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate organizational existence and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.3 shall prohibit (i) the merger of any Material Subsidiary into any Borrower or Trane Parent or the merger or consolidation of any Material Subsidiary with or into another Person, licenses if the Person surviving such consolidation or merger is a Material Subsidiary and franchisesif, in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the organizational existence of any Material Subsidiary if the applicable Borrower or Trane Parent in good faith determines that such termination is in the best interest of such Borrower or Trane Parent, as the case may be, and is not materially disadvantageous to the Banks, (iii) the merger of any Guarantor (other thanthan Trane Parent, any Borrower or any Additional Borrower) into (A) any other Guarantor (other than a Borrower or an Additional Borrower), (B) any other Person who becomes a Guarantor (other than a Borrower or an Additional Borrower) in accordance with Section 9.16(j) concurrently with such merger, or (C) any Borrower or any Additional Borrower so long as, in the case of the foregoing this clause (bC), such Borrower or such Additional Borrower, as the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and case may be, is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).,

Conduct of Business and Maintenance of Existence. The Guarantor will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, 35 privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).

Conduct of Business and Maintenance of Existence. The Guarantor (a) will continuenot engage in any business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related thereto, and (b) will cause each Material Restricted Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Guarantor's Restricted Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (c) will preserve, renew and keep in full force and effect, and will cause each Material Restricted Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate legal existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing failure of the Guarantor to comply with subclause (c) (y) of this Section 5.04 or the failure of a Restricted Subsidiary to comply with clause (b)) or (c) of this Section 5.04, such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except PROVIDED that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, nothing in this Section 5.04 shall prohibit (i) any the merger or consolidation of a Restricted Subsidiary may merge (other than the Borrower) with or into the Guarantor, provided that the Guarantor shall be the surviving entityor a Wholly-Owned Consolidated Restricted Subsidiary, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiarythe sale, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Restricted Subsidiary (other than the Borrower) of all or any part of its assets to the Guarantor or to another Material a Wholly-Owned Consolidated Restricted Subsidiary, (iii) the merger or consolidation of a Restricted Subsidiary (other than the Borrower) with or into a Person other than the Guarantor or a Wholly-Owned Consolidated Restricted Subsidiary, if the Person surviving such consolidation or merger is a Restricted Subsidiary Account Party and immediately after giving effect thereto, no Default shall have occurred and be continuing, (iv) the sale, lease, transfer, assignment or other disposition by a Restricted Subsidiary (other than the Borrower) of all or any part of its assets to a Person other than the Guarantor or a Wholly-Owned Consolidated Restricted Subsidiary, if the Person to which such sale, lease, transfer, assignment or other disposition is made is a Restricted Subsidiary and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (v) any transaction permitted pursuant to Section 5.11 or (vi) the termination of the legal existence of any Restricted Subsidiary Account Party may merge or consolidate with another Person in accordance with (other than the terms of Section 5.09. Notwithstanding the foregoing, Borrower) if the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor and its Subsidiaries, taken as a whole, (ii) is not materially disadvantageous to the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Banks.

Conduct of Business and Maintenance of Existence. The Guarantor (a) will continuenot engage in any business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related thereto, and (b) will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Guarantor's Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (c) will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing failure of the Guarantor to comply with subclause (c) (y) of this Section 4.04 or the failure of a Subsidiary to comply with clause (b)) or (c) of this Section 4.04, such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except provided that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, nothing in this Section 4.04 shall prohibit (i) any the merger or consolidation of a Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entityor a Wholly-Owned Consolidated Subsidiary, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiarythe sale, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Subsidiary of all or any part of its assets to the Guarantor or to another Material a Wholly-Owned Consolidated Subsidiary, (iii) the merger or consolidation of a Subsidiary with or into a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person surviving such consolidation or merger is a Subsidiary Account Party and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (iv) the sale, lease, transfer, assignment or other disposition by a Subsidiary of all or any part of its assets to a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person to which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (v) any Subsidiary Account Party may merge transaction permitted pursuant to Section 4.11 or consolidate with another Person in accordance with (vi) the terms termination of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve corporate existence of any Subsidiary if (i) the board of directors of the Guarantor determines in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor and its Subsidiaries, taken as a whole, (ii) is not materially disadvantageous to the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Banks.

Conduct of Business and Maintenance of Existence. The Guarantor (a) will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Guarantor and its Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (b) will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing clause failure of the Guarantor to comply with subclause (b)) (y) of this Section 4.04 or the failure of a Subsidiary to comply with clauses (a) or (b) of this Section 4.04, such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except provided that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, nothing in this Section 4.04 shall prohibit (i) any the merger or consolidation of a Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entityor a Wholly-Owned Consolidated Subsidiary, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiarythe sale, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Subsidiary of all or any part of its assets to the Guarantor or to another Material a Wholly-Owned Consolidated Subsidiary, (iii) the merger or consolidation of a Subsidiary with or into a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person surviving such consolidation or merger is a Subsidiary Account Party and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (iv) the sale, lease, transfer, assignment or other disposition by a Subsidiary of all or any part of its assets to a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person to which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (v) any Subsidiary Account Party may merge transaction permitted pursuant to Section 4.09 or consolidate with another Person in accordance with (vi) the terms termination of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve corporate existence of any Subsidiary if (i) the board of directors of the Guarantor determines in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor and its Subsidiaries, taken as a whole, (ii) is not materially disadvantageous to the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Banks.

Conduct of Business and Maintenance of Existence. The Guarantor (a) will continuenot engage in any business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related thereto, and (b) will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Guarantor's Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (c) will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate legal existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing failure of the Guarantor to comply with subclause (c) (y) of this Section 5.04 or the failure of a Subsidiary to comply with clause (b)) or (c) of this Section 5.04, such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except PROVIDED that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, nothing in this Section 5.04 shall prohibit (i) any the merger or consolidation of a Subsidiary may merge (other than the Borrower) with or into the Guarantor, provided that the Guarantor shall be the surviving entityor a Wholly- Owned Consolidated Subsidiary, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiarythe sale, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Subsidiary (other than the Borrower) of all or any part of its assets to the Guarantor or to another Material a Wholly-Owned Consolidated Subsidiary, (iii) the merger or consolidation of a Subsidiary (other than the Borrower) with or into a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person surviving such consolidation or merger is a Subsidiary Account Party and immediately after giving effect thereto, no Default shall have occurred and be continuing, (iv) the sale, lease, transfer, assignment or other disposition by a Subsidiary (other than the Borrower) of all or any part of its assets to a Person other than the Guarantor or a Wholly-Owned Consolidated Subsidiary, if the Person to which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary and immediately after giving effect thereto, no Guarantor Default shall have occurred and be continuing, (v) any transaction permitted pursuant to Section 5.11 or (vi) the termination of the legal existence of any Subsidiary Account Party may merge or consolidate with another Person in accordance with (other than the terms of Section 5.09. Notwithstanding the foregoing, Borrower) if the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor and its Subsidiaries, taken as a whole, (ii) is not materially disadvantageous to the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Banks.

Conduct of Business and Maintenance of Existence. The Guarantor Each Obligor will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Borrower and its Subsidiaries, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party of its Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate existence and, except for any such rights, privileges and (b) franchises the failure to preserve which would not in the aggregate have a material adverse effect on the Borrower and its Consolidated Subsidiaries or the ability of any Obligor to perform any of its obligations under any Financing Document, their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (i) the Acquisition, licenses and franchises, other than(ii) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of the Borrower or any Subsidiary of the Borrower with or into another Person if the corporation surviving such consolidation or merger is, in the case of any merger or consolidation involving the foregoing clause (b)Borrower, the loss Borrower, and in the case of which would not reasonably be expected to result any merger or consolidation involving any Subsidiary of the Borrower, a Wholly- Owned Consolidated Subsidiary of the Borrower and if, in a Material Adverse Effect; except that if at the time thereof and immediately each case, after giving effect thereto thereto, no Default has shall have occurred and is continuing, (i) any Subsidiary may merge with be continuing or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) the termination of the corporate existence of any Material Subsidiary of the Borrower or Subsidiary Account Party may sell, transfer, lease the discontinuation of any line of business of the Borrower or otherwise dispose any of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary Subsidiaries if (i) the board of directors of the Guarantor determines Borrower in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Borrower and is not materially disadvantageous to the Lenders; and provided further that the parties agree that this Section 5.04 shall not prohibit the Borrower and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) Subsidiaries from engaging in the case business of (or acquiring other businesses and assets not otherwise prohibited by this Agreement if such businesses are engaged in, or such assets are used to conduct the liquidation or dissolution business of) any Permitted Lines of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Business.

Conduct of Business and Maintenance of Existence. The Guarantor Parent (a) will continuenot engage in any business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related thereto, and (b) will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Parent's Subsidiaries and reasonably related extensions thereof, related or complementary thereto and (c) will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (ax) their respective corporate legal existence and (by) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business, licenses and franchises, other than, unless in the case of either the foregoing failure of the Parent or any other Obligor to comply with subclause (c) (y) of this SECTION 5.04 or the failure of a Subsidiary that is not an Obligor to comply with clause (b)) or (c) of this SECTION 5.04. such failure could not, based upon the loss of which would not facts and circumstances existing at the time, reasonably be expected to result in have a Material Adverse Effect; except PROVIDED that nothing in this SECTION 5.04 shall prohibit (i) the merger, consolidation or amalgamation of a Subsidiary of the Borrower (other than a Subsidiary Guarantor) with or into another Subsidiary of the Borrower, (ii) the sale, lease, transfer, assignment or other disposition by a Subsidiary of all or any part of its assets to the Parent or another Subsidiary, (iii) the merger, consolidation or amalgamation of a Subsidiary of the Borrower (other than a Subsidiary Guarantor) with or into a Person other than the Parent or a Subsidiary, if at the time thereof Person surviving such consolidation, merger or amalgamation is a Subsidiary of the Borrower and immediately after giving effect thereto thereto, no Default has shall have occurred and is be continuing, (iiv) any Subsidiary may merge with or into the Guarantorsale, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may selllease, transfer, lease assignment or otherwise dispose other disposition by a Subsidiary of the Borrower (other than a Subsidiary Guarantor) of all or any part of its assets to a Person other than the Guarantor Parent or a Subsidiary, if the Person to another Material which such sale, lease, transfer, assignment or other disposition is made is a Subsidiary of the Borrower and immediately after giving effect thereto, no Default shall have occurred and be continuing, (v) any transaction permitted pursuant to SECTION 5.11 or Subsidiary Account Party and (ivvi) the Guarantor or termination of the legal existence of any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines Borrower (other than a Subsidiary Guarantor) if the Parent in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Parent and its Subsidiaries, taken as a whole, is not materially disadvantageous to the Banks. Tyco Credit Agreement (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b364-Day 2003).

Conduct of Business and Maintenance of Existence. The Guarantor Parent will (a) continue, and will cause each Material Subsidiary and Subsidiary Account Party its Subsidiaries (except Insignificant Subsidiaries) to continue, to engage in the business of insurance and/or investment management or aerospace, electrical and hydraulics and other material businesses incidentalin which the Company and its Subsidiaries are engaged on the date hereof, related or complementary thereto and will (b) preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party its Subsidiaries (except Insignificant Subsidiaries) to preserve, renew and keep in full force and effect (a) their respective corporate existence organizational existences and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (i) the merger of a Subsidiary (other than the Company) into Parent or the merger or consolidation of a Subsidiary with or into another Person if the Person surviving such consolidation or merger is a Subsidiary and if, licenses in the case of a merger or consolidation of an Eligible Subsidiary with or into another Person, such Person shall promptly execute and franchisesdeliver to the Administrative Agent an Election to Participate and provide any 39 applicable “know your customer” information required by any Bank or the Administrative Agent, and in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the organizational existence of any Subsidiary (other thanthan the Company) if Parent in good faith determines that such termination is in the best interest of Parent and is not materially disadvantageous to the Banks and, prior to any such termination, all outstanding obligations of such Subsidiary that are then due to each Bank and the Administrative Agent under this Agreement shall have been satisfied, (iii) any sale, lease, transfer or other disposition of assets or any sale, transfer or other disposition of the Equity Interests of a Subsidiary to another Person if such Person is a Subsidiary or if it is otherwise permitted by Section 5.10, (iv) the migration of a Subsidiary to another jurisdiction (which, in the case of the foregoing clause (bCompany or any other Borrower that is a Domestic Subsidiary of Parent, shall be a jurisdiction within the United States of America), (v) the loss conversion of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11into a limited liability company, as applicable, a corporation or other organizational form or (iiivi) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor Parent or any Subsidiary Account Party may merge or consolidate with another Person from entering into businesses in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors addition to those of the Guarantor determines in good faith that such liquidation or dissolution is in general type now conducted by the best interests of the Guarantor Company and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).

Conduct of Business and Maintenance of Existence. The Guarantor Each of Trane Parent and each Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by Trane Parent, related or complementary thereto each Borrower and such Material Subsidiary, and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate organizational existence and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.3 shall prohibit (i) the merger of any Material Subsidiary into any Borrower or Trane Parent or the merger or consolidation of any Material Subsidiary with or into another Person, licenses if the Person surviving such consolidation or merger is a Material Subsidiary and franchisesif, in each case, after giving effect thereto, no Default shall have occurred and be continuing, (ii) the termination of the organizational existence of any Material Subsidiary if the applicable Borrower or Trane Parent in good faith determines that such termination is in the best interest of such Borrower or Trane Parent, as the case may be, and is not materially disadvantageous to the Banks, (iii) the merger of any Guarantor (other thanthan Trane Parent, any Borrower or any Additional Borrower) into (A) any other Guarantor (other than a Borrower or an Additional Borrower), (B) any other Person who becomes a Guarantor (other than a Borrower or an Additional Borrower) in accordance with Section 9.16(j) concurrently with such merger, or (C) any Borrower or any Additional Borrower so long as, in the case of the foregoing this clause (bC), such Borrower or such Additional Borrower, as the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and case may be, is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (iiiv) the merger of any Material Subsidiary Borrower or Subsidiary Account Party may merge with or Additional Borrower (other than the Lead Borrower) into any other SubsidiaryBorrower, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity any Additional Borrower or, if so long as any such Material Subsidiary Borrower or Subsidiary Account Party Additional Borrower has no outstanding Borrowings at such time and no Letter of Credit issued for the account of such Borrower or Additional Borrower is not outstanding at such time, any Guarantor with such Guarantor as the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (v) (iii) any Material Subsidiary transaction with respect to a Borrower or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Trane Parent that is expressly permitted by Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)5.7.

Conduct of Business and Maintenance of Existence. The Guarantor Except as contemplated otherwise by the Investment Policy, the Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Borrower and each of its Subsidiaries, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party of its Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate existence existences and, except for any such rights, privileges and (b) franchises the failure to preserve which would not in the aggregate have a material adverse effect on the Borrower and its Subsidiaries or the ability of the Borrower or any Subsidiary to perform any of their respective obligations under any Financing Document, their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (a) the merger of Capstone Capital Corporation with and into HR Acquisition I Corporation, licenses a Delaware corporation, which will be the surviving corporation, pursuant to the terms of the Agreement and franchisesPlan of Merger and related agreements referenced in Section 3.01(n), other than(b) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of any Subsidiary of the Borrower with or into another Person if the corporation surviving such consolidation or merger is a Wholly-Owned Consolidated Subsidiary of the Borrower and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing and a responsible officer of HRT shall deliver to the case of Agent an officer's certificate, in form and substance satisfactory to the foregoing clause (b)Agent, indicating compliance with the terms hereof, including specifically, the loss of which would not reasonably be expected to result in financial covenants hereunder, on a Material Adverse Effect; except that if at the time thereof and immediately pro forma basis after giving effect thereto no Default has occurred and is continuing, or (ic) the termination of the corporate existence of any Subsidiary may merge with of the Borrower or into the Guarantor, provided that discontinuation of any line of business of the Guarantor shall be the surviving entity, (ii) Borrower or any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to Subsidiaries if the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines Borrower in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor and its SubsidiariesBorrower or such Subsidiary, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of may be, and is not materially disadvantageous to the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Banks.

Conduct of Business and Maintenance of Existence. The Guarantor will continue, Borrower and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to its Subsidiaries shall: (a) preserve, renew and keep in full force and effect its existence, (ab) their respective engage in business of the same general type as now conducted by it and preserve, renew and keep in full force and effect its corporate existence and (b) their respective take all reasonable action to maintain all material rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose normal conduct of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party business and (ivc) the Guarantor or any Subsidiary Account Party may merge or consolidate comply in all material respects with another Person in accordance with the terms all Requirements of Section 5.09Law. Notwithstanding the foregoing, after prior notice to Mezzanine Lender, Borrower and/or each of its Subsidiaries, at its own expense, may suspend such compliance and contest by appropriate legal proceeding, conducted in good faith and with due diligence, the Guarantor may liquidate validity or dissolve applicability of any Subsidiary if Legal Requirements to Borrower, such Subsidiaries and/or the Mortgaged Property, provided that (i) the board no Event of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor Default has occurred and its Subsidiaries, taken as a whole, remains uncured; (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) proceeding shall be permitted under and be conducted in the case of the liquidation or dissolution of a Material Subsidiaryaccordance with all applicable statutes, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor laws and ordinances; (iii) Borrower or any of its Subsidiaries shall establish to Mezzanine Lender's reasonable satisfaction that neither the Mortgaged Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated canceled or lost; (iv) Borrower or such Subsidiaries shall promptly upon final determination thereof comply with such resulting Legal Requirements, and shall pay all costs, interest and penalties which may be payable in connection therewith; and (v) unless deposited with Mortgage Lender pursuant to the case Mortgage Loan Agreement, Borrower shall deposit with Mezzanine Lender cash, or other security as may be approved by Mezzanine Lender, in an amount equal to 105% of the liquidation amount of all costs, interest and penalties that may be assessed against Borrower or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated Subsidiaries as a Subsidiary Account Party in accordance with the terms result of Section 8.11(b)such non-compliance.

Conduct of Business and Maintenance of Existence. The Guarantor will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary (other than the Subsidiary Account Party) if (i) the board of directors of the Guarantor determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and its Subsidiaries, taken as a whole, and (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)Guarantor.

Conduct of Business and Maintenance of Existence. The Guarantor Company will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effect; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the GuarantorCompany, provided that the Guarantor Company shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.1110.13, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor Company or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor Company or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor Company may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor Company determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor Company and its Subsidiaries, taken as a whole, (ii) the assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the GuarantorCompany, (y) in the case of the liquidation or dissolution of a Subsidiary Account Party, a Subsidiary Account Party or the Guarantor Company or (z) in the case of any other liquidation or dissolution, a Subsidiary or the Guarantor Company and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b10.13(b).. 4868-9081-7618 v.9

Conduct of Business and Maintenance of Existence. The Guarantor Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, to engage in the business of insurance and/or investment management or businesses incidentalthe same general type as now conducted by the Borrower and its Subsidiaries, related or complementary thereto and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) their respective corporate existence and (b) their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary in the case normal conduct of the foregoing clause (b), the loss of which would not reasonably be expected to result in a Material Adverse Effectbusiness; except that if at the time thereof and immediately after giving effect thereto no Default has occurred and is continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor nothing in this Section 5.4 shall be the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided that such Material Subsidiary or Subsidiary Account Party shall be the surviving entity or, if such Material Subsidiary or Subsidiary Account Party is not the surviving entity, the surviving entity shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicable, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfer, lease or otherwise dispose of its assets to the Guarantor or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor or any Subsidiary Account Party may merge or consolidate with another Person in accordance with the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if prohibit (i) the board -------- ---- merger or consolidation of directors a Subsidiary into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if the Guarantor determines corporation surviving such consolidation or merger is a Subsidiary and if, in good faith that such liquidation or dissolution is in the best interests of the Guarantor each case, after giving effect thereto, no Default shall have occurred and its Subsidiaries, taken as a wholebe continuing, (ii) the transfer of assets of such liquidated or dissolved Subsidiary are received by (x) in the case of the liquidation or dissolution of a Material Subsidiary, a Material Subsidiary or the Guarantor, (y) in the case of the liquidation or dissolution of a Subsidiary Account Partyto the Borrower or to another Subsidiary if, a Subsidiary Account Party or the Guarantor or (z) in the case of any other liquidation or dissolutionafter giving effect thereto, a Subsidiary or the Guarantor no Default shall have occurred and be continuing, (iii) the dissolution or termination of the corporate existence of any Subsidiary if the Borrower in good faith determines that such termination is in the case best interest of the liquidation or dissolution of a Subsidiary Account Party, Borrower and is not materially disadvantageous to the Banks (provided that if such Subsidiary Account Party is terminated a Guarantor, -------- ---- it shall have transferred all of its assets and liabilities to the Borrower or another Guarantor as part of such dissolution or termination) or (iv) the sale, divestiture or other disposition by the Borrower of its Property and Casualty Information Services business and/or its Life Information Services business as conducted by PMSI, L.P. and Life Information Services Holding, Inc. (provided that any such sale, divestiture or other disposition pursuant -------- ---- to this clause (iv) shall be for fair consideration determined in good faith by the Board of Directors of the Borrower (or the Executive Committee thereof) and, in any event, for not less than the tangible value of the applicable assets); and provided further that nothing in this Section 5.4 shall be -------- ------- construed to prohibit a Subsidiary Account Party in accordance with the terms sale, lease or other transfer of assets expressly permitted by Section 8.11(b)5.7.