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

Maintenance of Properties and Corporate Existence. Each Company shall (a) maintain the property owned by each Affiliated Entity and all of that Company's other property in good condition and make all renewals, replacements, additions, betterments, and improvements thereto including the ability to sell assets, dissolve or withdraw Companies which are deemed necessary by that Company to be in the best interests of the Company; (b) keep true books of records and accounts in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, and reflect in its financial statements adequate accruals and appropriations to reserves; (c) do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its existence, general partnership rights, contractual management rights, franchises, and other rights, (ii) except as contemplated by clause (a), to maintain its status as a corporation or limited liability company duly organized and existing and in good standing under the laws of the state of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) not be in violation of any laws, ordinances, or governmental rules and regulations or fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) a general or limited partner in any partnership in which it holds such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreement.

Maintenance of Properties and Corporate Existence. Each Company shall (a) Except where the failure to do so would not have a material adverse impact on the Guarantor, the Company or the Guarantor and its Subsidiaries taken as a whole, the Guarantor and the Company, will and will cause each of its Subsidiaries to: (i) Property -- maintain the property owned by each Affiliated Entity and all of that Company's other property its Property in good condition and make all necessary renewals, replacements, additions, betterments, betterments and improvements thereto required to keep such Property in good condition and in compliance with all requirements of law; (ii) Insurance -- keep its properties adequately insured at all times, by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including the ability to sell assets, dissolve or withdraw Companies which are deemed necessary fire and other risks insured against by that Company to be extended coverage as is customary with companies in the best interests same or similar businesses located or operating in areas with similar geological conditions; maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it, in such amounts as the CompanyGuarantor, the Company or any Subsidiary, as the case may be, shall reasonably deem necessary; and maintain such other insurance as may be required by law; (biii) Financial Records -- keep true books of records and accounts in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, and will reflect in its financial statements adequate accruals and appropriations to reserves, all in accordance with generally accepted accounting principles, consistently applied; and (civ) Corporate Existence and Rights -- do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its existence, general partnership rights, contractual management rights, rights and franchises, and other rights, (ii) except as contemplated otherwise permitted by clause Section 7.4, provided, however, that the Guarantor may liquidate or sell any Subsidiary if the transaction is permitted by Section 7.4. (a), to maintain its status as a corporation or limited liability company duly organized b) The Guarantor and existing the Company will and in good standing under the laws of the state each will cause each of its incorporation or organization, (iii) except as contemplated by clause (a), Subsidiaries to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection comply with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) not be in violation of any all laws, ordinances, ordinances or governmental rules or regulations to which each of them is subject, including, without limitation, Environmental Laws, and, except as disclosed on Exhibit D, will obtain and regulations or fail to obtain any maintain in effect all licenses, certificates, permits, franchises, or franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) a general or limited partner in any partnership in which it holds such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreement.the

Maintenance of Properties and Corporate Existence. Each Company shall Borrower will: ------------------------------------------------- (aA) maintain the property owned by each Affiliated Entity and all of that Company's other property its Property in good condition and make all necessary renewals, repairs, replacements, additions, betterments, and improvements thereto including consistent with the ability to sell assets, dissolve or withdraw Companies which are deemed necessary by that Company to be in the best interests historical practices of the Company; such Persons; (bB) keep true books of records and accounts in all material respects in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, transactions that are full and correct in all material respects and will reflect in its financial statements adequate accruals and appropriations to reserves; ; (cC) do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its corporate existence, general partnership rightsrights and powers and franchises including, contractual management rightswithout limitation thereof, any necessary qualification or licensing in any foreign jurisdiction, except for such licenses and qualifications the absence of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (D) comply with (i) all applicable statutes, regulations, franchises, and other rightsOrders of, (ii) except as contemplated by clause (a)and all applicable restrictions imposed by, to maintain its status as a corporation or limited liability company duly organized and existing and any Governmental Body, in good standing under the laws respect of the state conduct of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) not be in violation of any laws, ordinances, or governmental rules and regulations or fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or Properties (including, without limitation, all Environmental Laws and all applicable statutes, rules, ordinances, regulations and Orders relating to the conduct of its businessfair labor standards, which violation or failure to obtain might materially equal employment opportunities and adversely affect the business, prospects, profits, properties, or condition (financial or otherwiseoccupational health and safety) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) all terms of any material mortgage, indenture, contract, agreement or instrument, applicable to Borrower or any of its Properties, except for such instances of non-compliance as could not reasonably be expected to have, individually or in the aggregate, a general Material Adverse Effect; and (E) keep any Property it owns or limited partner operates free of contamination from Hazardous Materials and any other potentially harmful chemical or physical conditions. If Borrower or any Subsidiary receives notice of any Environmental Matter or contamination with Hazardous Materials that relates to any of them or their respective Properties, then Borrower agrees, upon request of Agent, to provide Agent with such reports, certificates, engineering studies or other written material or data as Agent may require so as to satisfy Agent that Borrower is in compliance with its obligations under this Agreement. Borrower covenants and agrees to cooperate fully with such consultant in any partnership such audits, including, without limitation, by providing such access to Borrower's books, records, Properties, employees and agents and by furnishing such written and oral information as such consultant may reasonably request in which it holds connection with any such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreementaudits.

Maintenance of Properties and Corporate Existence. Each Company shall (a) Except where the failure to do so would not have a material adverse impact on the Company or the Company and its Subsidiaries taken as a whole, the Company, and each Subsidiary, will: (i) Property -- maintain the property owned by each Affiliated Entity and all of that Company's other property its Property in good condition and make all necessary renewals, replacements, additions, betterments, betterments and improvements thereto thereto; (ii) Insurance -- keep its properties adequately insured at all times, by financially sound and reputable insurers; maintain such other insurance, to such extent and against such risks, including the ability to sell assets, dissolve or withdraw Companies which are deemed necessary fire and other risks insured against by that Company to be extended coverage as is customary with companies in the best interests same or similar businesses located or operating in areas with similar geological conditions; maintain in full force and effect public liability insurance against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties owned, occupied or controlled by it, in such amounts as the CompanyCompany or any Subsidiary, as the case may be, shall reasonably deem necessary; and maintain such other insurance as may be required by law; (biii) Financial Records -- keep true books of records and accounts in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, and will reflect in its financial statements adequate accruals and appropriations to reserves, all in accordance with generally accepted accounting principles, consistently applied; and (civ) Corporate Existence and Rights -- do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its existence, general partnership rights, contractual management rights, rights and franchises, and other rights, (ii) except as contemplated otherwise permitted by clause Section 7.4, provided, however that the Company may liquidate or sell any Subsidiary if the transaction is permitted by Section 7.4. (a), to maintain its status as a corporation or limited liability company duly organized and existing and in good standing under b) Except where the laws of the state of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed failure to do business as so would not have a foreign corporation in material adverse effect on the Company or any state in which it is presently so qualifiedSubsidiary, the Company and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) Subsidiary will not be in violation of any laws, ordinances, or governmental rules and regulations or to which it is subject and will not fail to obtain maintain any licenses, permits, franchises, franchises or other governmental authorizations necessary to the ownership of its properties Properties or to the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) a general or limited partner in any partnership in which it holds such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreement.

Maintenance of Properties and Corporate Existence. Each Company shall The Borrower will, and will cause each of its Subsidiaries to: (a) maintain the property owned by each Affiliated Entity and all of that Company's other property its Property in good condition and make all necessary renewals, repairs, replacements, additions, betterments, and improvements thereto including the ability to sell assets, dissolve or withdraw Companies which are deemed necessary by that Company to be in the best interests of the Company; thereto; (b) keep true books of records and accounts in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, transactions and will reflect in its financial statements adequate accruals and appropriations to reserves; , all in accordance with GAAP at the time in effect and consistently applied; (c) do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its corporate existence, general partnership rightsrights and powers and franchises including, contractual management rightswithout limitation thereof, any necessary qualification or licensing in any foreign jurisdiction; (d) comply with all applicable statutes, regulations, franchises, and other rightsOrders of, (ii) except as contemplated by clause (a)and all applicable restrictions imposed by, to maintain its status as a corporation or limited liability company duly organized and existing and any Governmental Body, in good standing under the laws respect of the state conduct of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) not be in violation of any laws, ordinances, or governmental rules and regulations or fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties Properties (including, without limitation, applicable statutes, rules, ordinances, regulations and Orders relating to equal employment opportunities and Environmental Laws); (e) keep any Property it owns or operates free of contamination from Hazardous Materials and any other potentially harmful chemical or physical conditions. So long as any Notes are outstanding, if the Borrower or any of its Subsidiaries receives notice of any Environmental Matter or contamination with Hazardous Materials that relates to any of them or their respective Properties, then the Borrower agrees, upon request from any holder of Notes, to provide such holder with such reports, certificates, engineering studies or other written material or data as such holders may require so as to satisfy such holders that the Borrower and its Subsidiaries are in compliance with their obligations under this Agreement. The Borrower covenants and agrees to cooperate fully with such consultant in any such audits, including, without limitation, by providing such access to the conduct of Borrower's and its businessSubsidiaries' books, which violation or failure to obtain might materially records, Properties, employees and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of said Company, agents and by furnishing such written and oral information as such consultant may reasonably request in connection with any such audits; (f) notify Borrower shall promptly take, or cause its Subsidiaries to take, if required by or necessary to resolve any objection of the Bank immediately upon OTS or its staff, the FDIC or its staff, any change state attorney general or its staff or any other governmental entity, in each case in order to consummate the status transactions contemplated hereby, all steps (including executing agreements and submitting to judicial or administrative orders) to secure regulatory approval or government clearance (including by avoiding or setting aside any preliminary or permanent injunction or other order of any United States federal or state court of competent jurisdiction or any other governmental authority), including, without limitation, all steps to make arrangements for or to effect the divestiture of particular assets or deposit liabilities or categories of assets or deposit liabilities or businesses of Borrower or any of its continued existence as Subsidiaries. Borrower represents and warrants that such party's Subsidiaries have full power and authority to effect the transactions contemplated by this Section 9.3(f); (ig) a corporation or limited liability company under Borrower shall seek, and use commercially reasonable efforts to secure, all approvals set forth on Schedule 4.9; and (h) Borrower agrees to take all actions necessary to provide that the laws shares of Warrant Stock issuable upon the exercise of the State Warrant shall be duly authorized for issuance and, when sold and delivered against payment therefor, will be validly issued, fully paid and nonassessable and will be free and clear of its incorporation or organization, (ii) a general or limited partner in any partnership in which it holds such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreementall preemptive rights and Liens.

Maintenance of Properties and Corporate Existence. Each Company shall Borrower will: ------------------------------------------------- (a) maintain the property owned by each Affiliated Entity and all of that Company's other property its Property in good condition and make all necessary renewals, repairs, replacements, additions, betterments, and improvements thereto including consistent with the ability to sell assets, dissolve or withdraw Companies which are deemed necessary by that Company to be in the best interests historical practices of the Company; such Persons; (b) keep true books of records and accounts in all material respects in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, transactions that are full and correct in all material respects and will reflect in its financial statements adequate accruals and appropriations to reserves; ; (c) do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its corporate existence, general partnership rightsrights and powers and franchises including, contractual management rightswithout limitation thereof, any necessary qualification or licensing in any foreign jurisdiction, except for such licenses and qualifications the absence of which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (d) comply with (i) all applicable statutes, regulations, franchises, and other rightsOrders of, (ii) except as contemplated by clause (a)and all applicable restrictions imposed by, to maintain its status as a corporation or limited liability company duly organized and existing and any Governmental Body, in good standing under the laws respect of the state conduct of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) not be in violation of any laws, ordinances, or governmental rules and regulations or fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or Properties (including, without limitation, all Environmental Laws and all applicable statutes, rules, ordinances, regulations and Orders relating to the conduct of its businessfair labor standards, which violation or failure to obtain might materially equal employment opportunities and adversely affect the business, prospects, profits, properties, or condition (financial or otherwiseoccupational health and safety) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) all terms of any material mortgage, indenture, contract, agreement or instrument, applicable to Borrower or any of its Properties, except for such instances of non-compliance as could not reasonably be expected to have, individually or in the aggregate, a general Material Adverse Effect; and (e) keep any Property it owns or limited partner operates free of contamination from Hazardous Materials and any other potentially harmful chemical or physical conditions. If Borrower or any Subsidiary receives notice of any Environmental Matter or contamination with Hazardous Materials that relates to any of them or their respective Properties, then Borrower agrees, upon request of Agent, to provide Agent with such reports, certificates, engineering studies or other written material or data as Agent may require so as to satisfy Agent that Borrower is in compliance with its obligations under this Agreement. Borrower covenants and agrees to cooperate fully with such consultant in any partnership such audits, including, without limitation, by providing such access to Borrower's books, records, Properties, employees and agents and by furnishing such written and oral information as such consultant may reasonably request in which it holds connection with any such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreementaudits.