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

Conduct of Business and Maintenance of Existence. The Company will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary 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 Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) any Restricted Subsidiary may merge with or into any other Subsidiary, provided that such Restricted Subsidiary shall be the surviving entity or, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Restricted Subsidiary.

Conduct of Business and Maintenance of Existence. The Company will continueSubject to Section 7.05, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the date hereof and Borrower will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary of its Material Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate legal existence and (b) good standing under the Laws of the jurisdiction of its organization and their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the normal conduct of its business; provided that nothing in this Section 6.04 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 (A) in the case of a Domestic Subsidiary, the foregoing entity 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 case covered by this clause (bi), 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the legal existence of any Restricted Subsidiary may merge with or into any other Subsidiary, provided if the Borrower in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interest of the Borrower and is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Material Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary 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 5.4 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 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the sale or other disposition (whether by merger or otherwise) of the capital stock or assets of any Restricted Subsidiary may merge with or into any other Subsidiary, provided that such Restricted Subsidiary shall be the surviving entity or, if such Restricted Subsidiary is not transaction complies with the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and provisions of Section 5.11 or (iii) the termination of the corporate existence of any Restricted Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such termination is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted SubsidiaryBanks.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party its Material Subsidiaries to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Material Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted such Material Subsidiary 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 5.2 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Material Subsidiary may merge with or into any other Subsidiaryof the Borrower if the Borrower, provided in good faith determines that such Restricted Subsidiary shall be termination is (x) in the surviving entity or, if such Restricted Subsidiary is best interest of the Borrower and (y) not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, Banks and (iii) the discontinuance of the business of any Restricted Material Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such discontinuance is (x) in the best interest of its assets the Borrower and (y) not materially disadvantageous to the Company or to another Restricted SubsidiaryBanks.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Significant Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company Borrower and its Restricted Subsidiaries, taken as a whole, Significant Subsidiaries on the date hereof Closing Date, and will preserve, renew and keep in full force and effect, and will cause each Restricted Significant Subsidiary 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 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 Restricted Subsidiary may merge with merger or into consolidation involving the Company, provided that the Company shall be the surviving entityBorrower which is permitted by Section 6.6, (ii) any Restricted the merger of a Significant Subsidiary may merge into the Borrower or the merger or consolidation of a Significant Subsidiary with or into any other Subsidiaryanother Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, provided that such Restricted Subsidiary in each case, after giving effect thereto, no Default shall have occurred and be the surviving entity or, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and continuing or (iii) the termination of the corporate existence of any Restricted Significant Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such termination is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. (a) The Company Borrower and Bidco will preserve, renew and keep in full force and effect their respective legal existence and (b) the Borrower will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party its Material Subsidiaries to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Material Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted such Material Subsidiary to preserve, renew and keep in full force and effect (a) effect, their respective corporate existence and (b) their respective rights, privileges, licenses and franchises, other than, in the case of the foregoing clause Borrower and Bidco, their respective legal existence) and their respective rights, privileges and franchises necessary or desirable in the normal conduct of business; provided, that nothing in this Section 5.2 shall prohibit (b)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, 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 each case, after giving effect thereto thereto, no Default has shall have occurred and is be continuing, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Material Subsidiary may merge with or into any other Subsidiaryof the Borrower if the Borrower, provided in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity orbest interest of the Borrower, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) the discontinuance of the business of any Restricted Material Subsidiary may sell, transfer, lease if the Borrower in good faith determines that such discontinuance is in the best interest of the Borrower or otherwise dispose of its assets to the Company or to another Restricted Subsidiary(iv) any transaction permitted by Section 5.5.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party its Material Subsidiaries to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Material Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Material Subsidiary 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 thanfranchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 5.02 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 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Material Subsidiary may merge with or into any other Subsidiary, provided if the Borrower in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interests of the Borrower and is not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, Lenders and (iii) the discontinuance of the business of any Restricted Material Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such discontinuance is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. The Company will continue, and will cause each Restricted Subsidiary and Subsidiary Account Each Loan Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary of its respective Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate legal existence and (b) good standing under the Laws of the jurisdiction of its organization and their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 6.04 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 (A) in the case of a Domestic Subsidiary, the foregoing entity 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 case covered by this clause (bi), 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the legal existence of any Restricted Subsidiary may merge with or into any other Subsidiary, provided which is not a Loan Party if the Borrower in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interest of the Borrower and is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. The Company Borrower (a) will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party Material AES Entity to continue, to engage in business a Permitted Business; (b) will continue, and will cause each Material AES Entity to continue, to operate their respective businesses on a basis substantially consistent with the policies and standards of the same general type Borrower as conducted by the Company and its Restricted Subsidiaries, taken as a whole, in effect on the date hereof and (c) will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary Material AES Entity to preserve, renew and keep in full force and effect (a) their effect, its respective corporate existence and (b) their its 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 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) the Borrower shall not be liable for any Restricted Debt of such Subsidiary may merge with or into except to the Company, provided that the Company shall be the surviving entity, (ii) any Restricted Subsidiary may merge with or into any other Subsidiary, provided that extent it was liable for such Restricted Subsidiary shall be the surviving entity or, if Debt prior to giving effect to such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, merger and (iiiz) any Restricted Subsidiary may sell, transfer, lease or the transaction is otherwise dispose of its assets to the Company or to another Restricted Subsidiarypermitted by Section 5.08.

Conduct of Business and Maintenance of Existence. The Company Each of IR Parent and the Borrower will continue, and will cause each Restricted Material Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by IR Parent, the Company Borrower and its Restricted Subsidiariessuch Material Subsidiary, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Material Subsidiary 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 5.3 shall prohibit (i) the merger of any Material Subsidiary into the Borrower or IR Parent or the merger or consolidation of any Material Subsidiary with or into another Person, licenses if the corporation surviving such consolidation or merger is a Material Subsidiary 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 be continuing, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Material Subsidiary may merge with if the Borrower or into any other Subsidiary, provided IR Parent in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity orbest interest of the Borrower or IR Parent, if such Restricted Subsidiary as the case may be, and is not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and Banks or (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets transaction with respect to the Company Borrower or to another Restricted SubsidiaryIR Parent that is expressly permitted by Section 5.7.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Material Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary 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 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the sale or other disposition (whether by merger or otherwise) of the capital stock or assets of any Restricted Subsidiary may merge with or into any other Subsidiary, provided that such Restricted Subsidiary shall be the surviving entity or, if such Restricted Subsidiary is not transaction complies with the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and provisions of Section 5.10 or (iii) the termination of the corporate existence of any Restricted Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such termination is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted SubsidiaryBanks.

Conduct of Business and Maintenance of Existence. The Company will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the date hereof and Borrower will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary to preserve, renew and keep in full force and effect (a) their respective corporate legal existence and (b) good standing under the Laws of the jurisdiction of its organization and their respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 6.04 shall prohibit (i) the Restructuring, licenses and franchises, other than, (ii) the merger of a Subsidiary into the Borrower or the merger or consolidation of a Subsidiary with or into another Person if (A) in the case of a domestic Subsidiary, the foregoing 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 case covered by this clause (bi), 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) any Restricted Subsidiary may merge with or into any other Subsidiary, provided that such Restricted Subsidiary shall be the surviving entity or, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) the termination of the corporate existence of any Restricted Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such termination is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. The Company Each of IR Parent and each Borrower will continue, and will cause each Restricted Material Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by the Company IR Parent, each Borrower and its Restricted Subsidiariessuch Material Subsidiary, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Material Subsidiary 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 IR 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 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 be continuing, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the organizational existence of any Restricted Material Subsidiary may merge with if the applicable Borrower or into any other Subsidiary, provided IR Parent in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity orbest interest of such Borrower or IR Parent, if such Restricted Subsidiary as the case may be, and is not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and Banks or (iii) any Restricted Subsidiary may sell, transfer, lease transaction with respect to a Borrower or otherwise dispose of its assets to the Company or to another Restricted SubsidiaryIR Parent that is expressly permitted by Section 5.7.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Significant Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Significant Subsidiary 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 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 5.3 shall prohibit (i) any Restricted Subsidiary may merge with merger or into consolidation involving the Company, provided that the Company shall be the surviving entityBorrower which is permitted by Section 5.6, (ii) any Restricted the merger of a Significant Subsidiary may merge into the Borrower or the merger or consolidation of a Significant Subsidiary with or into any other Subsidiaryanother Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, provided that such Restricted Subsidiary in each case, after giving effect thereto, no Default shall have occurred and be the surviving entity or, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and continuing or (iii) the termination of the corporate existence of any Restricted Significant Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such termination is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted SubsidiaryBanks.

Conduct of Business and Maintenance of Existence. The Company will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the date hereof and Borrower will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary (to the extent failure to do so would reasonably be expected to cause a Material Adverse Effect) to preserve, renew and keep in full force and effect (a) their respective corporate legal existence and (b) good standing under the Laws of the jurisdiction of its organization and their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 6.04 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 (A) in the case of a Domestic Subsidiary, the foregoing Person surviving such consolidation or merger is a Domestic Subsidiary and (B) in the case of a foreign Subsidiary, the Person surviving such consolidation or merger is a Subsidiary, if, in each case covered by this clause (bi), 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Subsidiary may merge with or into any other Subsidiary, provided if the Borrower in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interest of the Borrower and is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. The Company Each of Trane Parent and each Borrower will continue, and will cause each Restricted Material Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by the Company Trane Parent, each Borrower and its Restricted Subsidiariessuch Material Subsidiary, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Material Subsidiary 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 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 be continuing, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the organizational existence of any Restricted Material Subsidiary may merge with if the applicable Borrower or into any other Subsidiary, provided Trane Parent in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity orbest interest of such Borrower or Trane Parent, if such Restricted Subsidiary as the case may be, and is not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and Banks or (iii) any Restricted Subsidiary may sell, transfer, lease transaction with respect to a Borrower or otherwise dispose of its assets to the Company or to another Restricted SubsidiaryTrane Parent that is expressly permitted by Section 5.7.

Conduct of Business and Maintenance of Existence. The Company Each Borrower and its Subsidiaries taken as a whole will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, continue to engage in business of the same general type as now conducted by the Company such Borrower and its Restricted SubsidiariesSubsidiaries and any ancillary or related lines of business, taken as a whole, on the date hereof and each Borrower will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary of its Subsidiaries to preserve, renew and keep in full force and effect (a) their effect, its respective corporate legal existence and (b) their its respective rights, privilegesprivileges and franchises necessary or desirable in the normal conduct of business; provided that nothing in this Section 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 another Person, licenses and franchises, (ii) the consolidation or merger of an Eligible Subsidiary with or into the Company or another Eligible Subsidiary or (iii) the termination of the legal existence of any Subsidiary (other thanthan an Eligible Subsidiary with obligations with respect to Loans outstanding hereunder) if, 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, clauses (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity), (ii) any Restricted Subsidiary may merge with or into any other Subsidiary, provided that such Restricted Subsidiary shall be the surviving entity or, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell), transfersuch consolidation, lease merger or otherwise dispose of its assets termination is not materially disadvantageous to the Company Banks; and provided further that nothing in this Section shall prohibit any sale or to another Restricted Subsidiaryother disposition of assets permitted under Section 5.07.

Conduct of Business and Maintenance of Existence. The Company will continueIssuer (a) will, and will cause each Restricted Subsidiary and Subsidiary Account Party to continuecontinue to, to engage in business of the same general type as now conducted by the Company Issuer and its Restricted Subsidiaries, taken as a wholeand (b) subject to Section 5.13, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary 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 5.04 shall prohibit (i) the merger of a Wholly-Owned Subsidiary into the Issuer or the merger or 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 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 Restricted Subsidiary may merge with be continuing or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Subsidiary may merge with or into any other Subsidiary, provided if the Issuer in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interest of the Issuer and is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets materially disadvantageous to the Company or to another Restricted SubsidiaryHolders.

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Significant Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, Borrower on the date hereof Closing Date, and will preserve, renew and keep in full force and effect, and will cause each Restricted Significant Subsidiary to preserve, renew and keep in full force and effect (a) their respective 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 Restricted Subsidiary may merge with merger or into consolidation involving the Company, provided that the Company shall be the surviving entityBorrower which is permitted by Section 6.6, (ii) any Restricted the merger of a Significant Subsidiary may merge into the Borrower or the merger or consolidation of a Significant Subsidiary with or into any other Subsidiaryanother Person if the corporation surviving such consolidation or merger is a Significant Subsidiary and if, provided that such Restricted Subsidiary in each case, after giving effect thereto, no Default shall have occurred and be the surviving entity orcontinuing, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and or (iii) the termination of the corporate existence of any Restricted Significant Subsidiary may sell, transfer, lease or otherwise dispose if the Borrower in good faith determines that such termination is in the best interest of its assets the Borrower and is not materially disadvantageous to the Company or to another Restricted Subsidiary.Lenders..

Conduct of Business and Maintenance of Existence. The Company Borrower will continue, and will cause each Restricted Significant Subsidiary and Subsidiary Account Party (other than a Securitization Subsidiary) to continue, to engage in business of the same general type as now conducted by the Company Borrower and its Restricted Significant Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Significant Subsidiary to preserve, renew and keep in full force and effect (a) effect, their respective corporate existence and (bother than a Securitization Subsidiary) 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 Significant Subsidiary into the Borrower or the merger or 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 case termination of the foregoing clause (b), corporate existence of any Significant Subsidiary if the loss Borrower in good faith determines that such termination is in the best interest of which the Borrower and would not reasonably be expected to result in have 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 Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) any Restricted Subsidiary may merge with or into any other Subsidiary, provided that such Restricted Subsidiary shall be the surviving entity or, if such Restricted Subsidiary is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Company or to another Restricted Subsidiary.

Conduct of Business and Maintenance of Existence. The Company Borrower and its Material Subsidiaries (on a consolidated basis) will continue, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, continue to engage in business of the same general type types as now conducted by the Company Borrower and its Restricted Material Subsidiaries, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Material Subsidiary 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 corporation surviving such consolidation or merger is a Wholly-Owned Consolidated 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence, rights, privileges or franchises of any Restricted Subsidiary may merge with or into any other Subsidiary, provided if the Borrower in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interest of the Borrower and is not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and Banks or (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose disposition of its assets to the Company or to another Restricted Subsidiarynot prohibited by Section 5.09 hereof.

Conduct of Business and Maintenance of Existence. The Company will continueSubject to Section 7.05, and will cause each Restricted Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as conducted by the Company and its Restricted Subsidiaries, taken as a whole, on the date hereof and Borrower will preserve, renew and keep in full force and effect, and will cause each Restricted Subsidiary of its Material Subsidiaries to preserve, renew and keep in full force and effect (a) their respective corporate legal existence and (b) good standing under the Laws of the jurisdiction of its organization and their respective rights, privileges, licenses privileges and franchises, other than, franchises necessary or desirable in the normal conduct of its business; provided that nothing in this Section 6.04 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 (A) in the case of a Domestic Subsidiary, the foregoing entity surviving such consolidation or merger is a Domestic Subsidiary, (B) in the case of a Guarantor, the entity surviving such consolidation or merger is the Borrower or a Guarantor, and (C) in the case of a foreign Subsidiary, the entity surviving such consolidation or merger is a Subsidiary, if, in each case covered by this clause (bi), 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, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the legal existence of any Restricted Subsidiary may merge with or into any other Subsidiary, provided if the Borrower in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity or, if such Restricted Subsidiary best interest of the Borrower and is not the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets materially disadvantageous to the Company or to another Restricted SubsidiaryLenders.

Conduct of Business and Maintenance of Existence. The Company Each of IR Parent and the Borrower will continue, and will cause each Restricted Material Subsidiary and Subsidiary Account Party to continue, to engage in business of the same general type as now conducted by IR Parent, the Company Borrower and its Restricted Subsidiariessuch Material Subsidiary, taken as a whole, on the date hereof and will preserve, renew and keep in full force and effect, and will cause each Restricted Material Subsidiary 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 5.3 shall prohibit (i) the merger of any Material Subsidiary into the Borrower or IR Parent or the merger or consolidation of any Material Subsidiary with or into another Person, licenses if the corporation surviving such consolidation or merger is a Material Subsidiary 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 be continuing, (i) any Restricted Subsidiary may merge with or into the Company, provided that the Company shall be the surviving entity, (ii) the termination of the corporate existence of any Restricted Material Subsidiary may merge with if the Borrower or into any other Subsidiary, provided IR Parent in good faith determines that such Restricted Subsidiary shall be termination is in the surviving entity orbest interest of the Borrower or IR Parent, if such Restricted Subsidiary as the case may be, and is not materially disadvantageous to the surviving entity, the surviving entity shall be deemed a Restricted Subsidiary, and Banks or (iii) any Restricted Subsidiary may sell, transfer, lease or otherwise dispose of its assets transaction with respect to the Company Borrower or to another Restricted Subsidiary.IR Parent that is expressly permitted by Section 5.7