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

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type conducted by the Borrower and its Significant Subsidiaries as of the Effective Date, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or the consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary of the Borrower to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or the 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 if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary of the Borrower if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type conducted by the Borrower and its Significant Subsidiaries as of the Effective Date, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate legal existence and good standing under the Laws of the jurisdiction of its organization and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 6.04 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or the consolidation of a Subsidiary with or into another Person if (A) in the case of a domestic Subsidiary, the corporation surviving such consolidation or merger is a domestic Subsidiary and (B) in the case of a foreign Subsidiary, the entity surviving such consolidation or merger is a Subsidiary, if, in each casecase covered by this clause (i), after giving effect thereto, no Default shall have occurred and be continuing continuing, or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Such Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as conducted by the such Borrower and its Significant Subsidiaries as of on the Effective Closing Date, and will preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect effect, their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 6.3 shall prohibit (i) any merger or consolidation involving such Borrower which is permitted by Section 6.6, (ii) the merger of a Significant Subsidiary into the such Borrower or the merger or the consolidation of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, in each case, after giving effect thereto, no Default with respect to such Borrower shall have occurred and be continuing or (iiiii) the termination of the corporate existence of any Significant Subsidiary if (A) the such Borrower in good faith determines that such termination is in the best interest of the such Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Such Borrower will continue, and will cause each Significant Subsidiary to continue, to engage principally in business of the same general type as conducted by the such Borrower and its Significant Subsidiaries as of on the Effective Date, Closing Date and business reasonably related or incidental thereto and will preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect effect, their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 6.3 shall prohibit (i) any merger or consolidation involving such Borrower which is permitted by Section 6.6, (ii) the merger of a Significant Subsidiary into the such Borrower or the merger or the consolidation of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, in each case, after giving effect thereto, no Default with respect to such Borrower shall have occurred and be continuing or (iiiii) the termination of the corporate existence of any Significant Subsidiary if (A) the such Borrower in good faith determines that such termination is in the best interest of the such Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type conducted by the Borrower and its Significant Subsidiaries as of the Effective Date, and Company will preserve, renew and keep in full force and effect, and will cause each Guarantor and each other Significant Subsidiary to preserve, renew and keep in full force and effect their respective its corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of businessbusiness (except, solely with respect to any Significant Subsidiary that is not an Obligor, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect); provided that nothing in this Section 5.03 5.04 shall prohibit (i) the merger of a Significant Subsidiary into the Borrower Company or the merger or the consolidation of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary (provided that in the case of any such merger or consolidation involving a Guarantor, it or the Company must be the surviving corporation) and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Significant Subsidiary (other than any Guarantor) if (A) the Borrower Company in good faith determines that such termination is in the best interest of the Borrower Company and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect effect, their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 5.04 shall prohibit (i) the merger of a Significant Subsidiary into the Borrower or the merger or the consolidation of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Significant Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Wholly-Owned Subsidiary into the Borrower or the merger or the consolidation of a Wholly-Owned Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Wholly-Owned Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Each of the Borrower and IR Parent will continue, and will cause each Significant Material Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower Borrower, IR Parent and its Significant Subsidiaries as of the Effective Datetheir Material Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 5.3 shall prohibit (i) the merger of a Material Subsidiary into the Borrower or IR Parent or the merger or the consolidation of a Material Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Material Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Material Subsidiary if (A) the Borrower or IR Parent in good faith determines that such termination is in the best interest of the Borrower or IR Parent and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided PROVIDED that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or the consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type conducted by the Borrower and its Significant Subsidiaries as of the Effective Date, and will preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Restricted Subsidiary into the Borrower or the merger or the consolidation of a Restricted Subsidiary with or into another Person if the corporation or other entity surviving such consolidation or merger is a Restricted Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Restricted Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary of the Borrower to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary of the Borrower into the Borrower or the merger or the 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 if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary of the Borrower if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continuedirectly or through Subsidiaries, to engage in business of the same general type and character as now conducted by the Borrower and its Significant Subsidiaries (as of described in the Effective Date, Borrower's 1995 Annual Report) and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect effect, their respective corporate existence existences and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 5.04 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or the consolidation of a Subsidiary with or into another Person if the corporation entity surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or continuing, (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBanks or (iii) the failure to preserve, renew or keep in full force or effect any rights, privileges or franchises where such failures would not, in the aggregate, reasonably be expected to have a material adverse effect on the assets, business or operations of the Borrower and its Consolidated Subsidiaries, taken as a whole.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Wholly-Owned Subsidiary into the Borrower or the merger or the consolidation of a Wholly-Owned Subsidiary with or 187 into another Person if the corporation surviving such consolidation or merger is a Wholly-Owned Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Each of the Borrower and IR Parent will continue, and will cause each Significant Material Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower Borrower, IR Parent and its Significant Subsidiaries as of the Effective Datetheir Material Subsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Material Subsidiary to preserve, renew and keep in full force and effect their its respective corporate existence and their its respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 5.3 shall prohibit (i) the merger of a Material Subsidiary into the Borrower or IR Parent or the merger or the consolidation of a Material Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Material Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Material Subsidiary if (A) the Borrower or IR Parent in good faith determines that such termination is in the best interest of the Borrower or IR Parent and (B) such termination is not materially disadvantageous to the LendersBanks.

Conduct of Business and Maintenance of Existence. The Borrower Borrowers will continue, and the Company will cause each Significant Subsidiary to continue, to engage in business of the same general type as now conducted by the Borrower Company and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary of the Company to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary of the Company into the Borrower Company or the merger or the consolidation of a Subsidiary of the Company with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary of the Company and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary of the Company if (A) the Borrower Company in good faith determines that such termination is in the best interest of the Borrower Company and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary of its Subsidiaries to continue, to engage in business of the same general type as now conducted by the Borrower and its Significant Subsidiaries as of the Effective DateSubsidiaries, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary of its Subsidiaries to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 5.3 shall prohibit (i) the merger of a Subsidiary into the Borrower or the any merger or the consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and ifpermitted by Section 5.8, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the LendersBank, or (iii) any change in the type of business conducted by the Borrower or any Subsidiary of the Borrower, which does not materially change the type of business engaged in by the Borrower, or such Subsidiary and which does not adversely affect the status of the Guarantor as a Real Estate Investment Trust.

Conduct of Business and Maintenance of Existence. The Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type conducted by the Borrower and its Significant Subsidiaries as of the Effective Date, and will preserve, renew and keep in full force and effect, and will cause each Subsidiary to preserve, renew and keep in full force and effect their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the merger of a Subsidiary into the Borrower or the merger or the consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is in the best interest of the Borrower and (B) such termination is not materially disadvantageous to the Lenders.. Section 5.04

Conduct of Business and Maintenance of Existence. The Each Borrower and its Subsidiaries taken as a whole will continue, and will cause each Significant Subsidiary to continue, continue to engage in business of the same general type as now conducted by the such Borrower and its Significant Subsidiaries as and any ancillary or related lines of the Effective Datebusiness, and each Borrower will preserve, renew and keep in full force and effect, and will cause each Subsidiary of its Subsidiaries to preserve, renew and keep in full force and effect their effect, its respective corporate legal existence and their its respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the consolidation or merger of a Subsidiary (other than an Eligible Subsidiary with obligations with respect to Loans outstanding hereunder) with or into the Borrower or the merger or another Person, (ii) the consolidation or merger of a an Eligible Subsidiary with or into the Company or another Person if the corporation surviving such consolidation or merger is a Eligible Subsidiary and if, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (iiiii) the termination of the corporate existence of any Subsidiary if (Aother than an Eligible Subsidiary with obligations with respect to Loans outstanding hereunder) the Borrower in good faith determines that such termination is if, in the best interest case of the Borrower clauses (i), (ii) and (B) iii), such consolidation, merger or termination is not materially disadvantageous to the LendersBanks; and provided further that nothing in this Section shall prohibit any sale or other disposition of assets permitted under Section 5.07.

Conduct of Business and Maintenance of Existence. The Such Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as conducted by the such Borrower and its Significant Subsidiaries as of on the Effective Closing Date, and business reasonably related or incidental thereto and will preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect effect, their respective corporate existence and their respective rights, privileges and NYDOCS03/828371 franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 6.3 shall prohibit (i) any merger or consolidation involving such Borrower which is permitted by Section 6.6, (ii) the merger of a Significant Subsidiary into the such Borrower or the merger or the consolidation of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, in each case, after giving effect thereto, no Default with respect to such Borrower shall have occurred and be continuing or (iiiii) the termination of the corporate existence of any Significant Subsidiary if (A) the such Borrower in good faith determines that such termination is in the best interest of the such Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Such Borrower will continue, and will cause each Significant Subsidiary to continue, to engage in business of the same general type as conducted by the such Borrower and its Significant Subsidiaries as of on the Effective Date, Closing Date and business reasonably related or incidental thereto and will preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep in full force and effect effect, their respective corporate existence and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 6.3 shall prohibit (i) any merger or consolidation involving such Borrower which is permitted by Section 6.6, (ii) the merger of a Significant Subsidiary into the such Borrower or the merger or the consolidation of a Significant Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, in each case, after giving effect thereto, no Default with respect to such Borrower shall have occurred and be continuing or (iiiii) the termination of the corporate existence of any Significant Subsidiary if (A) the such Borrower in good faith determines that such termination is in the best interest of the such Borrower and (B) such termination is not materially disadvantageous to the Lenders.

Conduct of Business and Maintenance of Existence. The Borrower Borrowers and their Subsidiaries taken as a whole will continue, and will cause each Significant Subsidiary to continue, continue to engage in business of the same general type as now conducted by the Borrower such Borrowers and its Significant their Subsidiaries as and any ancillary or related lines of the Effective Datebusiness, and each Borrower will preserve, renew and keep in full force and effect, and will cause each Subsidiary of its Subsidiaries to preserve, renew and keep in full force and effect their effect, its respective corporate existence and their its respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.03 shall prohibit (i) the amalgamation, consolidation or merger of a Subsidiary into the Borrower or the merger or the consolidation of a Subsidiary with or into another Person if the corporation surviving such consolidation or merger is a Subsidiary and ifPerson, in each case, after giving effect thereto, no Default shall have occurred and be continuing or (ii) the termination of the corporate existence of any Subsidiary if (A) the Borrower in good faith determines that such termination is if, in the best interest case of the Borrower and clauses (Bi) or (ii), such amalgamation, consolidation, merger or termination is not materially disadvantageous to the LendersBanks acting reasonably and in good faith; and provided further that nothing in this Section shall prohibit any sale or other disposition of assets permitted under Section 5.1(g).