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 Borrower and (B) does not cause any Guaranty Coverage Percentage to fall below the Required Percentage." (15) Section 5.4 is terminated amended and restated in its entirety to read as a Subsidiary Account Party in accordance with the terms of Section 8.11(b).follows:

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 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 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 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 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 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 Each of the Parent and 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 Parent, related or complementary thereto the Borrower and each of their respective Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary and Subsidiary Account Party of their respective Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate existence organizational existences and, with respect to the Parent and (b) the Borrower, their respective jurisdictions of organization shall remain in the United States (except with the written consent of the Administrative Agent and each Lender) and, except for any such rights, privileges, licenses privileges and franchises, other than, in franchises the case of the foregoing clause (b), the loss of failure to preserve which would not reasonably be expected to result in the aggregate have a Material Adverse Effect; except provided that nothing in this Section 6.04 shall prohibit (a) the merger of a Subsidiary into Parent or the Borrower or the merger or consolidation of any Subsidiary with or into another Person if at the time thereof corporation surviving such consolidation or merger is a Wholly Owned Consolidated Subsidiary of the Parent and immediately if, in each case, after giving effect thereto thereto, no Default has or Event of Default shall have occurred and is continuing, be continuing and a responsible officer of the Borrower shall deliver to the Administrative Agent an officer’s certificate representing that after giving effect to the transaction (i) any Subsidiary may merge with or into the Guarantor, provided that Parent and 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 Borrower are 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 compliance with the terms of Section 5.09. Notwithstanding the foregoingCredit Agreement on a pro forma basis and (ii) no Default or Event of Default shall then exist, (b) the termination of the corporate existence of any Subsidiary or the discontinuation of any line of business of the Parent, the Guarantor may liquidate Borrower or dissolve any Subsidiary of their respective 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 Parent, the Borrower or such Subsidiary, as the case may be, and its Subsidiaries, taken as a wholeis not materially disadvantageous to the Lenders, (iic) 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 HR Contribution or (zd) 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)HR Conversion.

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 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 (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 Parent will (a) from and after the Closing Date, 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 and the Target 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 Borrower) 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, licenses after giving effect thereto, no Default shall have occurred and franchisesbe continuing, (ii) the termination of the organizational existence of any Subsidiary (other thanthan the Borrower) 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 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 Interest 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 (bBorrower, 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 continuingSubsidiary into a limited liability company, a corporation or other organizational form, (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 (ivvi) the Guarantor Transactions, or (vii) 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 Company and its Subsidiaries and the Guarantor Target 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 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 Company and its Subsidiaries and by Thiokol 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 Business Entity 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 (a) the merger of a Subsidiary into the Company or the merger or consolidation of the Company or any Subsidiary with or into another Person if the Business Entity surviving such consolidation or merger is, in the case of any merger or consolidation involving the foregoing clause (b)Company, the loss Company, and in the case of which would not reasonably be expected to result any merger or consolidation involving any Subsidiary, a Wholly-Owned Consolidated Subsidiary 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, be continuing or (ib) the termination of the Business Entity existence of any Subsidiary may merge with or into the Guarantor, provided that discontinuance of any line of business of the Guarantor shall be the surviving entity, (ii) Company 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 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 Company in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Company and is not materially disadvantageous to the Lenders; and provided further that the parties agree that this Section 5.04 shall not prohibit the Company and its SubsidiariesSubsidiaries from engaging in the business of (or acquiring other businesses and assets not otherwise prohibited by this Agreement if such businesses are engaged in, taken as a wholeor such assets are used to conduct the business of) any Permitted Lines of Business. Notwithstanding anything to the contrary in this Agreement, (i) Alliant Assurance Ltd. will not conduct any business other than providing insurance or self-insurance for the businesses of the Company and the Subsidiary Loan Parties, the Spear Joint Venture and other Joint Ventures and (ii) any cash held at any time by Alliant Assurance Ltd. that is in excess of its projected 45 day cash requirements will be lent to the assets of such liquidated Company under an intercompany note pledged under the Pledge Agreement or dissolved Subsidiary are received by (x) in will be dividended to 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)Company.

Conduct of Business and Maintenance of Existence. (a) The Guarantor Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, continue to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto the same general type as now conducted by it as described in the Borrower’s Fundamental Policies and its Disclosure Package. (b) The Borrower will preserve, renew and keep in full force and effecteffect its existence as a corporation, and its rights and privileges necessary in the normal conduct of its business . The Borrower will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep maintain in full force and effect its registration as a closed-end management company under the Investment Company Act. (ac) their respective corporate existence and (b) their respective rightsThe Borrower will not amend, privilegesterminate, licenses and franchisessupplement or otherwise modify any of its Charter Documents in any material respect or if such amendment, other thantermination, in the case of the foregoing clause (b), the loss of which would not supplement or modification could reasonably be expected to result in have a Material Adverse Effect; except Effect without the prior written consent of the Agent, which consent will not be unreasonably withheld or delayed. The Borrower will promptly provide copies to the Agent of all amendments, supplements, terminations and other modifications of any of its Charter Documents. (d) Other than as expressly permitted by the Agreement and the Security Agreement, the Borrower will at all times place and maintain its assets in the custody of the Custodian. (e) The Borrower shall cause its Investment Adviser to maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions. (f) The Borrower shall, promptly following a request by the Agent or any Bank, provide all documentation and other information that if the Agent or such Bank requests in order to comply with its ongoing obligations under applicable “know your customer”, anti-terrorism and anti-money laundering rules and regulations, including the Act. (g) Section 5.10 of the Credit Agreement is hereby amended by inserting at the time thereof end of the text of Section 5.10 the following sentence. “In addition, the Borrower will not request any Borrower, and immediately after giving effect thereto no Default has occurred the Borrower will not use, and is continuingshall procure that its directors, officers, employees and agents shall not use, the proceeds of any Loan (i) in furtherance of any Subsidiary may merge with offer, payment, promise to pay, or into authorization of the Guarantorpayment or giving of money, provided that the Guarantor shall be the surviving entityor anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any Material Subsidiary activities or Subsidiary Account Party may merge business of or with any Sanctioned Person or into in any other SubsidiarySanctioned Country, 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 any other manner that would result in a violation of any Sanctions.” (h) Section 7.10(b) of the liquidation Credit Agreement is hereby amended by inserting immediately after the words “or dissolution (iv) an order for relief shall be entered against it under the bankruptcy law as now or hereafter in effect” the words “or (v) such Bank becomes the subject of a Subsidiary Account PartyBail-In Action”. (i) Section 8.01(a) of the Credit Agreement is hereby amended by deleting the words “If any new law, such Subsidiary Account Party is terminated as a Subsidiary Account Party rule or regulation, or any change after the date hereof in accordance the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the terms interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall” which appear in Section 8.11(b)8.01(a) and substituting in place thereof the words “If any Change in Law shall”. (j) Section 8.01(b) of the Credit Agreement is hereby amended by deleting the words “change after the date hereof in any existing applicable law, rule or regulation or any new law, rule or regulation regarding capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof” which appear in Section 8.01(b) and substituting in place thereof the words “Change in Law”. (k) Section 9.01 of the Credit Agreement is hereby amended by deleting Section 9.01 in its entirety and restating it as follows:

Conduct of Business and Maintenance of Existence. The Guarantor will continue, Parent will: (a) not engage in any material business other than the holding of stock and will other investments in its Subsidiaries and activities reasonably related thereto, (b) cause each Material Significant 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 Significant Subsidiaries and reasonably related extensions thereof, related or complementary thereto and will and (c) 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 (ai) their respective corporate legal existence and (bii) 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 to comply with subclause (c) (ii) of this Section 6.04 or the failure of a Significant Subsidiary to comply with clause (b)) or (c) of this Section 6.04, 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 6.04 shall prohibit (A) the merger or consolidation of a Subsidiary (other than the Borrower) with or into the Parent or a Wholly-Owned Consolidated Subsidiary, (B) the merger or consolidation of a Significant Subsidiary (other than the Borrower) with or into a Person other than the Parent 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, (iC) any Subsidiary may merge with transaction permitted pursuant to Section 6.10 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 (ivD) the Guarantor termination of the legal existence of any Significant Subsidiary (other than the Borrower or any Subsidiary Account Party may merge or consolidate Guarantor, except in connection with another Person in accordance with a transaction permitted under Section 6.10, if a successor has assumed its obligations hereunder and under the terms of Section 5.09. Notwithstanding other Financing Documents as contemplated thereby) if the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines 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, (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)Lenders.

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 (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 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 45 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 and immediately after giving effect thereto, no Default shall have occurred and be continuing, (v) any transaction permitted pursuant to Section 5.12 or Subsidiary Account Party and (ivvi) 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, (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 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. (a) ------------------------------------------------ The Guarantor Borrower will continue, and will cause each of its Material Subsidiary and Subsidiary Account Party Subsidiaries to continue, to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto the same general type as now conducted by the Borrower and such Material Subsidiaries 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 (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall -------- prohibit (i) the Borrower or any of its Subsidiaries from engaging in any investment, licenses lending or savings business, or any business in support thereof or otherwise related or incidental to financial or consumer services or (ii) the merger of a Subsidiary of the Borrower into the Borrower or the merger or consolidation of a Subsidiary of the Borrower with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary of the Borrower and franchises, other thanif, 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 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 by the Borrower or otherwise dispose any of its assets Subsidiaries of any businesses in which it or they are currently engaged or any businesses in which they may be engaged in the future, if the Borrower in good faith determines that such termination or discontinuation is in the best interest of the Borrower or if such discontinuation is required by applicable law and, in any event, is not materially disadvantageous to the Guarantor Banks or to another Material Subsidiary or Subsidiary Account Party and (iv) the Guarantor transfer by the Borrower or any Subsidiary Account Party of its Subsidiaries of any business or businesses in which it or they are currently engaged or may merge in the future be engaged to the Borrower or consolidate with another Person in accordance with any of its Subsidiaries (as applicable), and the terms of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors discontinuation 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 conduct of such liquidated business or dissolved Subsidiary are received businesses by (x) in the case of the liquidation such transferor 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 transferors after such transfer or (zv) 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 transaction expressly permitted by Section 8.11(b)5.06.

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 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 Company and its Subsidiaries and by Thiokol 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 Business Entity 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 (a) the merger of a Subsidiary into the Company or the merger or consolidation of the Company or any Subsidiary with or into another Person if the Business Entity surviving such consolidation or merger is, in the case of any merger or consolidation involving the foregoing clause (b)Company, the loss Company, and in the case of which would not reasonably be expected to result any merger or consolidation involving any Subsidiary, a Wholly-Owned Consolidated Subsidiary 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, be continuing or (ib) the termination of the Business Entity existence of any Subsidiary may merge with or into the Guarantor, provided that discontinuance of any line of business of the Guarantor shall be the surviving entity, (ii) Company 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 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 Company in good faith determines that such liquidation or dissolution termination is in the best interests interest of the Guarantor Company and is not materially disadvantageous to the Lenders; and PROVIDED FURTHER that the parties agree that this Section 5.04 shall not prohibit the Company and its SubsidiariesSubsidiaries from engaging in the business of (or acquiring other businesses and assets not otherwise prohibited by this Agreement if such businesses are engaged in, taken as a wholeor such assets are used to conduct the business of) any Permitted Lines of Business. Notwithstanding anything to the contrary in this Agreement, (i) Alliant Assurance Ltd. will not conduct any business other than providing insurance or self- insurance for the businesses of the Company and the Subsidiary Loan Parties, the Spear Joint Venture and other Joint Ventures and (ii) any cash held at any time by Alliant Assurance Ltd. that is in excess of its projected 45 day cash requirements will be lent to the assets of such liquidated Company under an intercompany note pledged under the Pledge Agreement or dissolved Subsidiary are received by (x) in will be dividended to 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)Company.

Conduct of Business and Maintenance of Existence. (a) 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 conducted by the Borrower and its Subsidiaries prior to the Amendment Effective Date, related or complementary thereto and will preserve, renew and keep in full force and effect, and and, subject to Section 5.13, will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep in full force and effect (a) effect, their respective corporate existence existences and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business. (b) The only business or activity of a Permitted Subsidiary (other than an Acquired Subsidiary) shall be (i) creative design activities associated with the preparation of catalogues in connection with the Borrower's business, licenses (ii) the production and franchisesdistribution of such catalogues, (iii) other activities incidental to the Borrower's business, (iv) the leasing of property and employment of management and employees for purposes of the foregoing activities, (v) other activities incidental to such Permitted Subsidiary's business and (vi) ownership of interests in other Permitted Subsidiaries. Without limiting the generality of the foregoing, Permitted Subsidiaries (excluding Acquired Subsidiaries) shall not own or acquire any inventory or collect or hold any revenues or other proceeds generated from the sale of inventory, all of which activities shall be conducted by the Borrower. The Borrower will not permit any Permitted Subsidiary (other than Acquired Subsidiaries) to incur any Debt (other than pursuant to the Guarantee Agreement, the Security Documents and a Subordinated Guarantee Agreement) or other liability (other than liabilities for franchise taxes and similar liabilities incidental to its existence). (c) The only business or activity of the Parent Corporation and its subsidiaries (other than the Borrower and its Subsidiaries) shall be the ownership of the Borrower and activities incidental thereto, which may include the establishment and administration of Parent Corporation Stock Plans. Without limiting the generality of the foregoing, neither the Parent Corporation nor any of its Subsidiaries (other than the Borrower and its Subsidiaries) will (i) have any subsidiaries, other thanthan the Borrower and its Subsidiaries and, in the case of the foregoing clause Parent Corporation, wholly owned subsidiaries through which it indirectly holds partnership interests in the Borrower, or (bii) have any material assets (other than partnership interests in the Borrower) or liabilities (other than (A) liabilities of the Borrower and its Subsidiaries and (B) liabilities arising by operation of law or incidental to its existence), . (d) Acquired Subsidiaries shall engage only in business of the loss of which would not reasonably be expected same type as the business conducted by the Borrower prior 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, acquisition thereof. Each Acquired Subsidiary shall either (i) any Subsidiary may merge comply with the requirements of Section 5.08 promptly following the acquisition thereof 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 merged into the Borrower or another Acquired Subsidiary are received by (x) in within 90 days after 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)acquisition thereof.

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.

Conduct of Business and Maintenance of Existence. The (a) Each Borrower and 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 shall at all times (i) preserve, renew and keep in full force and effect (a) their respective its corporate or other organizational existence and rights and franchises with respect thereto and (bii) their respective rightsmaintain in full force and effect all licenses, privilegesapprovals, licenses authorizations and franchisesPermits necessary to carry on its business, (iii) comply with all applicable Anti-Terrorism Laws, and (iv) comply with all Contractual Obligations and Requirements of Law (other thanthan Anti-Terrorism Laws), except (A) in each case as permitted under Section 10.1 hereof or otherwise permitted hereunder or under any of the other Financing Agreements or (B) under clauses (i), (ii) or (iv) of this Section, as applicable, where the failure to do so, individually or in the case of the foregoing clause (b)aggregate, the loss of which would not has or could reasonably be expected to result in have a Material Adverse Effect; except that if at . (b) No Borrower or Guarantor shall change its name unless each of the time thereof and immediately after giving effect thereto no Default has occurred and following conditions is continuing, satisfied: (i) any Subsidiary Agent shall have received not less than fifteen (15) days (or such shorter time as Agent may merge with or into agree) prior written notice from Administrative Borrower of such proposed change in its corporate name, which notice shall accurately set forth the Guarantor, provided that the Guarantor shall be the surviving entity, new name; and (ii) any Material Subsidiary Agent shall have received a copy of the amendment to the certificate of incorporation, certificate of formation or Subsidiary Account Party may merge with other organizational document of such 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 8.11Guarantor, as applicable, providing for the name change certified by the Secretary of State of the jurisdiction of incorporation or organization of such Borrower or Guarantor as soon as it is available. (iiic) any Material Subsidiary No Borrower or Guarantor shall change its chief executive office or its mailing address or organizational identification number (or if it does not have one, shall not acquire one) unless Agent shall have received not less than fifteen (15) days’ (or such shorter time as Agent may agree) prior written notice from Administrative Borrower of such proposed change. No Borrower or Guarantor shall change its type of organization, jurisdiction of organization or other legal structure (except that a Borrower, Guarantor or Subsidiary Account Party may sellconvert (either directly or by way of merger) into a corporation, transferlimited liability company or limited partnership or other form of legal entity acceptable to Agent), lease or otherwise dispose unless Agent shall have received prior written notice from Administrative Borrower 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 foregoingsuch proposed change, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors which notice shall accurately set forth a description of the new form, and Agent shall have received such agreements, documents, and instruments as Agent may deem reasonably necessary or desirable in connection therewith and in no event will any Borrower or Guarantor determines in good faith that change its jurisdiction to a jurisdiction outside the United States, without the prior written consent of Agent and Required Lenders. (d) No Borrower or Guarantor shall change the location set forth on Schedule 8.19 hereto at which a copy of all Records with respect to Accounts and Inventory of each Borrower and Guarantor are maintained, unless Agent shall have received prior written notice of the intention to change such liquidation or dissolution is location, which notice shall specify the new location in the best interests United States of the Guarantor and its Subsidiaries, taken as a whole, (ii) the assets of America at which such liquidated or dissolved Subsidiary Records 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)proposed to be maintained.

Conduct of Business and Maintenance of Existence. The Guarantor will Borrower shall continue, and will shall cause each Material Subsidiary of its direct and Subsidiary Account Party indirect Subsidiaries 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 direct and indirect Subsidiaries, related or complementary thereto and will shall preserve, renew and keep in full force and effect, and will shall cause each Material Subsidiary of its direct and Subsidiary Account Party indirect Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate existence existences and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal course of business; provided, licenses that nothing in this Section shall prohibit: (a) the merger of a Subsidiary of the Borrower into the Borrower or of the Borrower into Grupo Cinemex if, at such time and franchisesafter giving effect thereto, other than, no Default shall exist or have occurred and be continuing and in the case of a merger of the foregoing clause Borrower into Grupo Cinemex, the resulting entity assumes all the Borrower’s obligations under the Loan Documents and the requirements of Section 5.07 (a) (A) herein are met; (b) the merger or consolidation of one or more Subsidiaries of the Borrower with or into another Subsidiary of the Borrower if at such time and after giving effect thereto, no Default exists or has occurred and prevails; provided, that with respect to a merger permitted by this paragraph (b) which involves a Subsidiary of the Borrower, the shares of capital stock which are subject to a Pledge Agreement (a “Pledged Subsidiary”), if the surviving entity of such merger is not a Pledged Subsidiary, then prior to or simultaneously with the consummation of such merger, the Borrower shall subject the capital stock shares of a Substitute Subsidiary to the terms of the Pledge Agreement. For purposes of this paragraph (b), the loss term “Substitute Subsidiary” means a Subsidiary of which would not reasonably be expected the Borrower whose attributable portion of Consolidated EBITDA for the four Fiscal Quarters most recently ended is at least equal 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, attributable portion of Consolidated EBITDA (ifor the same period) any Subsidiary may merge with or into of 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 Pledged 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 whose capital stock shares are no longer subject 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).Pledge Agreement;

Conduct of Business and Maintenance of Existence. The Guarantor will Borrower shall continue, and will shall cause each Material Subsidiary of its direct and Subsidiary Account Party indirect Subsidiaries 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 direct and indirect Subsidiaries, related or complementary thereto and will shall preserve, renew and keep in full force and effect, and will shall cause each Material Subsidiary of its direct and Subsidiary Account Party indirect Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate existence existences and (b) their respective rights, privilegesprivileges and franchises necessary or desirable in the normal course of business; provided, licenses that nothing in this Section shall prohibit: (a) merger of a Subsidiary of the Borrower into the Borrower or of the Borrower into Grupo Cinemex if, at such time and franchisesafter giving effect thereto, other than, no Default shall exist or have occurred and be continuing and in the case of a merger of the foregoing clause Borrower into Grupo Cinemex, the resulting entity assumes all the Borrower’s obligations under the Loan Documents and the requirements of Section 5.07 (a) (A) herein are met; (b) merger or consolidation of one or more Subsidiaries of the Borrower with or into another Subsidiary of the Borrower if, at such time and after giving effect thereto, no Default exists or has occurred or continues; provided, that with respect to a merger permitted by this paragraph (b) which involves a Subsidiary of the Borrower, the capital stock shares of which are subject to the Pledged Agreement (a “Pledged Subsidiary”), if the surviving entity of such merger is not a Pledged Subsidiary, then prior to or simultaneously with the consummation of such merger, the Borrower shall subject the capital stock shares of a Substitute Subsidiary to the terms of the Pledge Agreement. For purposes of this paragraph (b), the loss term “Substitute Subsidiary” means a Subsidiary of which would not reasonably be expected the Borrower whose attributable portion of Consolidated EBITDA for the four Fiscal Quarters most recently ended is at least equal 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, attributable portion of Consolidated EBITDA (ifor the same period) any Subsidiary may merge with or into of 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 Pledged 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 whose of capital stock shares are no longer subject 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).Pledge Agreement;

Conduct of Business and Maintenance of Existence. (a) The Guarantor Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, continue to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto the same general type as now conducted by it as described in the Borrower’s Fundamental Policies and its Disclosure Package. (b) The Borrower will preserve, renew and keep in full force and effecteffect its existence as a statutory trust, and its rights and privileges necessary in the normal conduct of its business. The Borrower will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep maintain in full force and effect its registration as a closed-end management company under the Investment Company Act. (ac) their respective corporate existence and (b) their respective rightsThe Borrower will not amend, privilegesterminate, licenses and franchisessupplement or otherwise modify any of its Charter Documents in any material respect or if such amendment, other thantermination, in the case of the foregoing clause (b), the loss of which would not supplement or modification could reasonably be expected to result in have a Material Adverse Effect; except Effect without the prior written consent of the Agent, which consent will not be unreasonably withheld or delayed. The Borrower will promptly provide copies to the Agent of all amendments, supplements, terminations and other modifications of any of its Charter Documents. (d) Other than as expressly permitted by the Agreement and the Security Agreement, the Borrower will at all times place and maintain its assets in the custody of the Custodian. (e) The Borrower shall cause its Investment Adviser to maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions. (f) The Borrower shall, promptly following a request by the Agent or any Bank, provide all documentation and other information that if the Agent or such Bank requests in order to comply with its ongoing obligations under applicable “know your customer”, anti-terrorism and anti-money laundering rules and regulations, including the Act. (g) Section 5.10 of the Credit Agreement is hereby amended by inserting at the time thereof end of the text of Section 5.10 the following sentence. “In addition, the Borrower will not request any Borrower, and immediately after giving effect thereto no Default has occurred the Borrower will not use, and is continuingshall procure that its directors, officers, employees and agents shall not use, the proceeds of any Loan (i) in furtherance of any Subsidiary may merge with offer, payment, promise to pay, or into authorization of the Guarantorpayment or giving of money, provided that the Guarantor shall be the surviving entityor anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any Material Subsidiary activities or Subsidiary Account Party may merge business of or with any Sanctioned Person or into in any other SubsidiarySanctioned Country, 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 any other manner that would result in a violation of any Sanctions.” (h) Section 7.10(b) of the liquidation Credit Agreement is hereby amended by inserting immediately after the words “or dissolution (iv) an order for relief shall be entered against it under the bankruptcy law as now or hereafter in effect” the words “or (v) such Bank becomes the subject of a Subsidiary Account PartyBail-In Action”. (i) Section 8.01(a) of the Credit Agreement is hereby amended by deleting the words “If any new law, such Subsidiary Account Party is terminated as a Subsidiary Account Party rule or regulation, or any change after the date hereof in accordance the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the terms interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall” which appear in Section 8.11(b)8.01(a) and substituting in place thereof the words “If any Change in Law shall”. (j) Section 8.01(b) of the Credit Agreement is hereby amended by deleting the words “change after the date hereof in any existing applicable law, rule or regulation or any new law, rule or regulation regarding capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof” which appear in Section 8.01(b) and substituting in place thereof the words “Change in Law”. (k) Section 9.01 of the Credit Agreement is hereby amended by deleting Section 9.01 in its entirety and restating it as follows:

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 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 and (b) their respective existences and, except for any such rights, privileges, licenses privileges and franchises, other than, in franchises the case of the foregoing clause (b), the loss of failure to preserve 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 aggregate have a material adverse effect on the Guarantor Borrower and its Subsidiaries, taken as a whole, or the ability of the Borrower or any Subsidiary to perform any of their respective obligations under any Financing Document, their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.04 shall prohibit (iia) 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 merger of a Subsidiary Account Party, a Subsidiary Account Party of the Borrower into the Borrower or the Guarantor merger or (z) in the case consolidation of any other liquidation or dissolution, a Subsidiary or the Guarantor and (iii) in the case of the liquidation Borrower with or dissolution 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 Subsidiary Account Party, such Subsidiary Account Party responsible officer of the Borrower shall deliver to the Agent an officer's certificate representing that after giving effect to the transaction (i) the Borrower is terminated as a Subsidiary Account Party in accordance compliance with the terms of Section 8.11(b)the Credit Agreement on a pro forma basis and (ii) no Event of Default shall then exist, or (b) the termination of the corporate existence of any Subsidiary of the Borrower or the discontinuation of any line of business of the Borrower or any of its Subsidiaries if the Borrower in good faith determines that such termination is in the best interest of the Borrower or such Subsidiary, as the case may be, and is not materially disadvantageous to the Banks.

Conduct of Business and Maintenance of Existence. The Guarantor will continue, Parent will: (a) not engage in any material business other than the holding of stock and will other investments in its Subsidiaries and activities reasonably related thereto, (b) cause each Material Significant 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 Significant Subsidiaries and reasonably related extensions thereof, related or complementary thereto and will and (c) 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 (ai) their respective corporate legal existence and (bii) 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 to comply with subclause (c) (ii) of this Section 6.04 or the failure of a Significant Subsidiary to comply with clause (b)) or (c) of this Section 6.04, 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 6.04 shall prohibit (A) the merger or consolidation of a Subsidiary (other than the Borrower) with or into the Parent or a Wholly-Owned Consolidated Subsidiary, (B) the merger or consolidation of a Significant Subsidiary (other than the Borrower) with or into a Person other than the Parent 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, (iC) any Subsidiary may merge with transaction permitted pursuant to Section 6.10 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 (ivD) the Guarantor termination of the legal existence of any Significant Subsidiary (other than the Borrower or any Subsidiary Account Party may merge or consolidate Guarantor, except in connection with another Person in accordance with a transaction permitted under Section 6.10, if a successor has assumed its obligations hereunder and under the terms of Section 5.09. Notwithstanding other Financing Documents as contemplated thereby) if the foregoing, the Guarantor may liquidate or dissolve any Subsidiary if (i) the board of directors of the Guarantor determines 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, (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)Lenders.

Conduct of Business and Maintenance of Existence. The Guarantor Company will continue, and will cause each Material Subsidiary and Subsidiary Account Party its Subsidiaries (except Insignificant Subsidiaries that are not Eligible Subsidiaries) to continue, to engage in the business of insurance and/or investment management or aerospace, automobile, truck, electrical, fluid power and hydraulics and other businesses incidentalin which they are engaged on the date hereof, 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 its Subsidiaries (except Insignificant Subsidiaries that are not Eligible Subsidiaries) to preserve, renew and keep in full force and effect (a) their respective corporate existence or partnership existences 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 5.4 shall prohibit (i) the merger of a Subsidiary into the Company 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 a merger or consolidation of an Eligible Subsidiary with or into another Person, such Person shall (x) promptly execute and deliver to the foregoing clause Administrative Agent an Election to Participate and provide any applicable “know your customer” information required by any Bank or the Administrative Agent and (b)y) if any Loans are outstanding to such Eligible Subsidiary, such Person shall have satisfied prior to (or contemporaneously with) such merger or consolidation the loss of which would not reasonably be expected to result conditions set forth in a Material Adverse Effect; except that if at the time thereof Section 3.3, and immediately in each case, after giving effect thereto thereto, no Default has shall have occurred and is be continuing, (i) any Subsidiary may merge with or into the Guarantor, provided that the Guarantor shall be the surviving entity, (ii) the termination of the corporate or partnership existence of any Material Subsidiary or Subsidiary Account Party may merge with or into any other Subsidiary, provided if the Company in good faith determines that such Material Subsidiary or Subsidiary Account Party shall be termination is in the surviving entity or, if such Material Subsidiary or Subsidiary Account Party best interest of the Company and is not materially disadvantageous to the surviving entityBanks and, prior to any such termination, all outstanding obligations of such Subsidiary to each Bank and the surviving entity Administrative Agent under this Agreement shall be deemed to be a Material Subsidiary or caused to become a Subsidiary Account Party in accordance with Section 8.11, as applicablehave been satisfied, (iii) any Material Subsidiary or Subsidiary Account Party may sell, transfersale, lease or transfer of assets or any sale of the stock of a Subsidiary which is otherwise dispose of its assets to the Guarantor permitted by Section 5.9 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 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 (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 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 5.11, (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 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, 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 (a) 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 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 continuing, (i) any Subsidiary may merge with or into be continuing and a responsible officer of the Guarantor, provided that the Guarantor Borrower 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 deliver to the Guarantor or Agent an officer's certificate, in form and substance satisfactory 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 Agent, indicating compliance with the terms of Section 5.09. Notwithstanding the foregoinghereof, including specifically, the Guarantor may liquidate financial covenants hereunder, on a pro forma basis after giving effect thereto, or dissolve (b) the termination of the corporate existence of any Subsidiary if (i) the board of directors of the Guarantor determines Borrower or the discontinuation of any line of business of the Borrower or any of its Subsidiaries if the 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 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. (a) The Guarantor Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party to continue, continue to engage in the business of insurance and/or investment management or businesses incidental, related or complementary thereto the same general type as now conducted by it as described in the Borrower’s Fundamental Policies and its Disclosure Package. (b) The Borrower will preserve, renew and keep in full force and effecteffect its existence as a corporation, and its rights and privileges necessary in the normal conduct of its business. The Borrower will cause each Material Subsidiary and Subsidiary Account Party to preserve, renew and keep maintain in full force and effect its registration as a closed-end management company under the Investment Company Act. (ac) their respective corporate existence and (b) their respective rightsThe Borrower will not amend, privilegesterminate, licenses and franchisessupplement or otherwise modify any of its Charter Documents in any material respect or if such amendment, other thantermination, in the case of the foregoing clause (b), the loss of which would not supplement or modification could reasonably be expected to result in have a Material Adverse Effect; except Effect without the prior written consent of the Agent, which consent will not be unreasonably withheld or delayed. The Borrower will promptly provide copies to the Agent of all amendments, supplements, terminations and other modifications of any of its Charter Documents. (d) Other than as expressly permitted by the Agreement and the Security Agreement, the Borrower will at all times place and maintain its assets in the custody of the Custodian. (e) The Borrower shall cause its Investment Adviser to maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions. (f) The Borrower shall, promptly following a request by the Agent or any Bank, provide all documentation and other information that if the Agent or such Bank requests in order to comply with its ongoing obligations under applicable “know your customer”, anti-terrorism and anti-money laundering rules and regulations, including the Act. (g) Section 5.10 of the Credit Agreement is hereby amended by inserting at the time thereof end of the text of Section 5.10 the following sentence. “In addition, the Borrower will not request any Borrower, and immediately after giving effect thereto no Default has occurred the Borrower will not use, and is continuingshall procure that its directors, officers, employees and agents shall not use, the proceeds of any Loan (i) in furtherance of any Subsidiary may merge with offer, payment, promise to pay, or into authorization of the Guarantorpayment or giving of money, provided that the Guarantor shall be the surviving entityor anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any Material Subsidiary activities or Subsidiary Account Party may merge business of or with any Sanctioned Person or into in any other SubsidiarySanctioned Country, 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 any other manner that would result in a violation of any Sanctions.” (h) Section 7.10(b) of the liquidation Credit Agreement is hereby amended by inserting immediately after the words “or dissolution (iv) an order for relief shall be entered against it under the bankruptcy law as now or hereafter in effect” the words “or (v) such Bank becomes the subject of a Subsidiary Account PartyBail-In Action”. (i) Section 8.01(a) of the Credit Agreement is hereby amended by deleting the words “If any new law, such Subsidiary Account Party is terminated as a Subsidiary Account Party rule or regulation, or any change after the date hereof in accordance the interpretation or administration of any Applicable Law, rule or regulation by any governmental authority, central bank or comparable agency charged with the terms interpretation or administration thereof, or compliance by any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency in connection therewith issued, promulgated or enacted after the date hereof shall” which appear in Section 8.11(b)8.01(a) and substituting in place thereof the words “If any Change in Law shall”. (j) Section 8.01(b) of the Credit Agreement is hereby amended by deleting the words “change after the date hereof in any existing applicable law, rule or regulation or any new law, rule or regulation regarding capital adequacy, or any change therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any new request or directive of general applicability regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency issued, promulgated or enacted after the date hereof” which appear in Section 8.01(b) and substituting in place thereof the words “Change in Law”. (k) Section 9.01 of the Credit Agreement is hereby amended by deleting Section 9.01 in its entirety and restating it as follows:

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 Borrower and its Subsidiaries will continueengage in business activities involving the manufacture and distribution of packaging materials, plastics products and materials, other disposable products, and will cause each Material Subsidiary related materials and Subsidiary Account Party to continuerelated businesses, 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 existences and (b) their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the case normal conduct of business; provided that nothing in this Section shall prohibit: (i) the foregoing clause (b)merger of a Subsidiary into the Borrower if, 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, ; (iii) any the merger or consolidation of a Subsidiary may merge with or into a Person other than the GuarantorBorrower if the corporation surviving such consolidation or merger is a Subsidiary and, provided that after giving effect thereto, no Default shall have occurred and be continuing; (iii) the Guarantor shall be merger or consolidation of the surviving entity, (ii) any Material Subsidiary or Subsidiary Account Party may merge Borrower with or into any other SubsidiaryPerson if the corporation surviving such consolidation or merger is the Borrower and, provided that such Material Subsidiary or Subsidiary Account Party after giving effect thereto, no Default shall have occurred and be the surviving entity continuing; 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 termination of the terms corporate existence of Section 5.09. Notwithstanding the foregoing, the Guarantor may liquidate or dissolve any a 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 is not materially disadvantageous to the Lenders. Notwithstanding anything to the contrary contained above, except with respect to the merger contemplated by the PureTec Acquisition, at any time while any Existing PST Senior Secured Notes remain outstanding, neither PST nor any of its Subsidiaries may be merged or consolidated with, or liquidated into, the Borrower or any of its Subsidiaries (other than PST and its Subsidiaries). The Borrower will not, taken as a wholeand will not permit any of its Subsidiaries to, (ii) engage in any line or lines of business activity other than those engaged in on 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 Initial Borrowing Date and any other liquidation line or dissolutionlines of business activity involving the manufacture and distribution of packaging materials, a Subsidiary or the Guarantor plastics products and (iii) in the case of the liquidation or dissolution of a Subsidiary Account Partymaterials, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with the terms of Section 8.11(b)other disposable products, and related materials and related businesses.

Conduct of Business and Maintenance of Existence. The Guarantor Borrower will continue, and will cause each Material Subsidiary and Subsidiary Account Party of its Subsidiaries 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 existences and (b) their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the case normal conduct of business; provided, that nothing in this Section shall prohibit: (a) the merger of a Subsidiary of the foregoing clause Borrower into the Borrower if, at such time and after giving effect thereto, no Default shall exist or have occurred and be continuing; (b), ) the loss merger or consolidation of which would not reasonably be expected to result in a Material Adverse Effect; except that Subsidiary of the Borrower with or into another Subsidiary of the Borrower if at the such time thereof and immediately after giving effect thereto no Default has shall exist or have occurred and is be continuing; provided, that with respect to a merger permitted by this paragraph (ib) any which involves a Subsidiary may merge with or into of the GuarantorBorrower where the shares of capital stock of such Subsidiary (a "Pledged Subsidiary") are subject to the terms of the Pledge Agreement, 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 if the surviving entity or, if of such Material Subsidiary or Subsidiary Account Party merger is not a Pledged Subsidiary, then prior to or simultaneously with the surviving entity, consummation of such merger the surviving entity Borrower shall be deemed subject the shares of capital stock of a Substitute Subsidiary 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 5.09the Pledge Agreement. Notwithstanding the foregoingFor purposes of this paragraph (b), 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 term "Substitute Subsidiary" means, 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 context of a Material Subsidiary, a Material Subsidiary or the Guarantor, merger permitted by this paragraph (y) in the case of the liquidation or dissolution of a Subsidiary Account Partyb), 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 Borrower whose attributable portion of a Consolidated EBITDA for the four Fiscal Quarters most recently ended is at least equal to the attributable portion of Consolidated EBITDA (for the same period) of the Pledged Subsidiary Account Party, such Subsidiary Account Party is terminated as a Subsidiary Account Party in accordance with whose shares of capital stock are no longer subject to the terms of Section 8.11(b).the Pledge Agreement as a result of such permitted merger;

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 (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 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 Trane Parent that is expressly permitted by Section 5.7. (ivd) 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 Article V of the Guarantor determines in good faith that such liquidation or dissolution Existing Credit Agreement is hereby amended by adding the following new Section 5.10 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).appropriate numerical order: