Common use of Corporate Existence; Maintenance of Properties Clause in Contracts

Corporate Existence; Maintenance of Properties. Each of the Parent and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their Subsidiaries, without at least thirty (30) days prior written notice to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. It (i) will cause all of its properties and those of their Significant Subsidiaries used or useful in the conduct of its business or the business of their Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, (ii) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 10.6 shall prevent the Parent or the Borrower from discontinuing the operation and maintenance of any of its properties or those of their Subsidiaries if such discontinuance is, in the judgment of the Parent or, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Parent HBOC and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their Subsidiaries, without at least thirty . Each of HBOC and the Borrower (30) days prior written notice to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. It (ia) will cause all of its material properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, (iib) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, HBOC and the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of their its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 10.6 8.6 shall prevent the Parent HBOC or the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries if such discontinuance is, in the judgment of HBOC or the Parent orBorrower, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the ParentHBOC, the Borrower and each of their Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of Subject to the Parent and actions permitted by Section 9.6, the Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their Subsidiaries, without at least thirty (30) days prior written notice franchises. Subject to the Administrative Agentactions permitted by Section 9.6, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. It Borrower will, and will cause each of its Subsidiaries to, (i) will cause all of its material properties and those of their Significant Subsidiaries used or useful in the conduct of its business or the business of their Subsidiaries such Subsidiary to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, (ii) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this Section 10.6 8.6 shall prevent the Parent Borrower or the Borrower any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties businesses or those of their Subsidiaries properties, or the Borrower from dissolving a Subsidiary, if such discontinuance or dissolution is, in the judgment of the Parent or, as the case may be, the BorrowerBorrower and its Subsidiaries, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their its Subsidiaries on taken as a consolidated basiswhole.

Corporate Existence; Maintenance of Properties. Each of the Parent Guarantor and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their its Subsidiaries, without at least thirty except as otherwise permitted by 9.5.1 hereof, and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company. Each (30) days prior written notice to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. It (ia) will cause all of its properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, (iib) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, Guarantor or the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of their its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related retail businesses; provided that nothing in this Section 10.6 8.6 shall prevent the Parent Guarantor or the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries (other than discontinuing the operations of the Borrower) if such discontinuance is, in the judgment of the Parent orGuarantor or the Borrower, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the ParentGuarantor, the Borrower and each of their Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Parent and the The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their Subsidiariesits Subsidiaries and will not, without at least thirty (30) days prior written notice and will not cause or permit any of its Subsidiaries to, convert to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectlimited liability company. ItThe Borrower (i) will cause all of its properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to (except for ordinary wear and tear tear) and supplied with all necessary equipment, (ii) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of their its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 10.6 12.6 shall prevent the Parent or the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries or from dissolving any Subsidiary of the Borrower if such discontinuance or dissolution is, in the judgment of the Parent or, as the case may be, the Borrower, desirable in the conduct of its or their business and that do does not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Parent and the Borrower Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their its Subsidiaries, without at least thirty (30) days prior written notice to . Each of the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. It Borrowers (i) will cause all of its properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, (ii) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of their its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this Section 10.6 9.6 shall prevent the Parent or the any Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries if such discontinuance is, in the judgment of the Parent or, as the case may be, the such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of any of the Parent, the Borrower Borrowers and each of their Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each The Borrower and each of the Parent and the Borrower Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its their respective corporate existence, material rights and franchises and those of their Subsidiaries, without at least thirty (30) days prior written notice to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectfranchises. ItEach (ia) will cause all of its properties and those of their Significant Subsidiaries used or useful in the conduct of its business or the business of their Subsidiaries to be maintained and kept in good condition, repair and working order order, subject to ordinary normal wear and tear tear, and supplied with all necessary equipment, (iib) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent orBorrower or the Guarantors, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this Section 10.6 6.6 shall prevent the Parent Borrower or the Borrower Guarantors from discontinuing the operation and maintenance of any of its their respective properties or those of their Subsidiaries if such discontinuance is, in the judgment of the Parent orBorrower or the Guarantors, as the case may be, the Borrower, desirable in the conduct of its or their business and that do does not in the aggregate materially adversely affect the business of Xxxxx and its Restricted Subsidiaries or the Parent, ability of the Borrower or of the Guarantors to perform their obligations hereunder and each of their Subsidiaries on a consolidated basisunder the other Loan Documents.

Corporate Existence; Maintenance of Properties. Each of the Parent and the The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights rights, franchises and franchises Proprietary Rights and those of their Subsidiaries, without at least thirty (30) days prior written notice to the Administrative Agent, its Subsidiaries except to the extent that the Borrower's failure to do so could will not reasonably be expected to have a materially adverse effect on the assets, financial condition or business of the Borrower and its Material Adverse EffectSubsidiaries, taken as a whole. It (ia) will cause all of its material properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all reasonably necessary equipment, (iib) 92 -83- will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of their its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this Section 10.6 5.5 shall prevent the Parent or the Borrower from discontinuing the operation and maintenance of any of its properties or those of their its Material Subsidiaries if such discontinuance is, in the sole judgment of the Parent or, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their its Material Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Parent Borrower and the Borrower Holding Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their SubsidiariesSubsidiaries and will not cause or permit any of their Subsidiaries (other than UK Holdings and the UK Subsidiary) to, without at least thirty convert to a limited liability company. Each of the Borrower and the Holding Company will (30a) days prior written notice to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. It (i) will cause all of its their properties and those of their Significant Subsidiaries used or useful in the conduct of its such Person's business or the business of their Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary (normal wear and tear excepted) and supplied with all necessary equipment, (iib) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, continue and will cause each of their its Subsidiaries toto continue, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this Section 10.6 SECTION 9.6 shall prevent the Parent or the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries if such discontinuance is, in the best judgment of the Parent or, as the case may be, the Borrower, (x) desirable in the conduct of its or their business and that do (y) will not in the aggregate materially adversely affect the business of the Parent, the Borrower Holding Company and each of their its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Parent and the The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises its corporate and public utility franchises, rights, licenses and permits necessary for the conduct of its business and those of their Subsidiaries, without at least thirty (30) days prior written notice its Subsidiaries and will not convert to the Administrative Agent, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effectlimited liability company or a limited liability partnership. It (i) will cause all of its properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, and (ii) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 10.6 9.6 shall prevent the Parent or (i) the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries if such discontinuance is, in the judgment of the Parent or, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their its Subsidiaries on a consolidated basis, or (ii) the Generating Asset Transaction(s), provided that non-cash sales shall be on terms reasonably acceptable to the Agents, or, if such terms are not reasonably acceptable to the Agents, the Borrower shall make a principal payment in respect of the Term Loan in the amount of the fair market value of such non-cash consideration.

Corporate Existence; Maintenance of Properties. Each of the Parent and Except as otherwise permitted under this Agreement, the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existenceexistence or limited liability company agreement, as applicable, material rights rights, franchises and franchises Proprietary Rights and those of their Subsidiaries, without at least thirty (30) days prior written notice to the Administrative Agent, its Subsidiaries except to the extent that the Borrower's failure to do so could will not reasonably be expected to have a Material Adverse Effectmaterially adverse effect on the assets, financial condition or business of the Borrower and its Subsidiaries, taken as a whole. It (ia) will cause all of its material properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all reasonably necessary equipment, (iib) 92 -83- will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of their its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 10.6 6.5 shall prevent the Parent or the Borrower from discontinuing the operation and maintenance of any of its properties or those of their its Subsidiaries if such discontinuance is, in the sole judgment of the Parent or, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Parent and the The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights and franchises and those of their Subsidiariesits Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without at least thirty (30) days the prior written notice to consent of the Administrative Agent, except to the extent that the failure to do so could which consent shall not reasonably be expected to have a Material Adverse Effectunreasonably withheld. It Each (ia) will cause all of its properties and those of their Significant its Subsidiaries used or useful in the conduct of its business or the business of their its Subsidiaries to be maintained and kept in good condition, repair and working order subject to (ordinary wear and tear excepted) and supplied with all necessary equipment, (iib) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of their its Subsidiaries to, continue to engage primarily in the businesses now conducted conducted, or proposed on the Closing Date to be conducted, by them and in related businesses; provided that nothing in this Section 10.6 §9.6 shall prevent the Parent or the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of their its Subsidiaries if such discontinuance is, in the judgment of the Parent or, as the case may be, the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Parent, the Borrower and each of their its Subsidiaries on a consolidated basis.