Common use of Existence, Etc Clause in Contracts

Existence, Etc. Each Obligor will: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its rights, licenses, permits, privileges and franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined that failure to maintain any of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due except (i) for any such tax, assessment charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; and (d) keep adequate records and books of account.

Existence, Etc. Each Obligor of Seller and its Subsidiaries will: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses, permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Program Documents; and (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each Partner shall have determined that state in which it conducts business or any Mortgaged Property is located; (ii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project (or cause it to books of account, in which complete entries will be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) made in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and GAAP consistently applied; (iv) subject not move its chief executive office or chief operating office from the addresses referred to in Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; 12(m) unless it shall have provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any Buyer 30 days prior written notice of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedchange; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Obligor The Borrower will, and will cause each of its Material Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material (i) rights, licenses(ii) privileges, permits, privileges (iii) licenses and (iv) franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined that failure to maintain any of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 5.02 shall prohibit any transaction expressly permitted under Section 8.65.04 hereof); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies Taxes imposed on it or on its income or profits or on any of its Property when due property prior to the date on which penalties attach thereto, except (i) for any such tax, assessment charge or levy Tax the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained maintained; (c) maintain all of its properties used or useful in accordance with RAP its business in good working order and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andcondition, ordinary wear and tear excepted; (d) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; and (e) permit representatives of the Lender, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Lender, and upon reasonable coordination and subject to any limitations under applicable law, rule or regulation and any policies regarding safety or insurance compliance generally applicable to vendors of the Borrower and its subsidiaries; provided, that, except as provided in the proviso below in connection with the occurrence and continuance of an Event of Default, (i) the Lender shall not exercise such rights more often than once during the term of this Agreement, (ii) only one such inspection shall be at the expense of the Borrower, and (iii) such rights shall be exercised solely with respect to VEDO and its subsidiaries; provided, further, that when an Event of Default has occurred and is continuing, the Lender (or any of its representatives) may do any of the foregoing, with respect to the Borrower and its Subsidiaries, at the expense of the Borrower in accordance with Section 8.03(a).

Existence, Etc. Each Obligor The Company will, and will cause each of its Material Insurance Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.04 hereof); (b) comply with the operation requirements of the Project all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) do all things necessary in the judgement of management to maintain, preserve, protect and keep all of its tangible Properties in good repair, working order and condition, and make all necessary and proper repairs, renewals and replacements so that its business carried on in connection therewith may be properly conducted at all times; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be); provided that, prior to the occurrence of a Default, the Lenders will use reasonable efforts to coordinate their inspection through the Administrative Agent so as to minimize any disruption to the business of the Company and its Subsidiaries.

Existence, Etc. Each Obligor The Company will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existenceexistence and all of its material rights, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company)privileges, licenses, approvals, consents and obtain franchises, including, without limitation, all material permits, licenses and maintain, or authorizations required from time to cause time to be obtained or maintainedunder applicable Environmental Laws, as provided that nothing in this Section 8.03 shall prohibit any transaction expressly permitted under Section 8.05 hereof; (b) comply with the case may berequirements of all applicable laws (including, all without limitation, Environmental Laws), rules, regulations and orders of its rights, licenses, permits, privileges and franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined that Governmental Authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which which, in the opinion of the Company, adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted, provided that nothing in this Section 8.03(d) shall prevent the Company or any of its Subsidiaries from discontinuing such maintenance if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and the business of any of its Subsidiaries and not disadvantageous in any material respect to the Lenders; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or any Agent, during normal business hours and upon reasonable notice, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or Agent (as the case may be).

Existence, Etc. Each Obligor The Company will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 8.03 shall (i) with respect to the operation Company or any Significant Subsidiary (as defined in Section 8.05 hereof), prohibit any transaction expressly permitted under Section 8.05 hereof or (ii) with respect to any Subsidiary (other than a Significant Subsidiary), prohibit such Subsidiary from entering into any merger or consolidation or amalgamation or from liquidating, winding up or dissolving, itself (or suffering any liquidation or dissolution) or prohibit a Disposition (as defined in Section 8.05 hereof) by or of such Subsidiary); (b) comply with the Project requirements of all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto (or in the case of any Person that becomes a Subsidiary after the date hereof by Acquisition promptly upon becoming aware of penalties attaching thereto), except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain all of its material Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Bank or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records (subject to Section 11.12 hereof), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor of the Seller and its Subsidiaries will: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses, permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Program Documents; and (C) except as would not be reasonably likely to have a Material Adverse Effect remain in good standing under the laws of each Partner shall have determined that state in which it conducts business or any Mortgage Property is located. (ii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due except (i) for any such tax, assessment charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; and (d) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (iv) not move its chief executive office or chief operating office from the addresses referred to in Section 12(1) unless it shall have provided the Buyer 30 days prior written notice of such change; (v) [Reserved]; and (vi) permit representatives of the Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Buyer.

Existence, Etc. Each Obligor Borrower will, and will cause each of its Restricted Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined that failure to maintain any of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided PROVIDED that nothing in this Section 8.3 9.03 shall prohibit any transaction expressly permitted under Section 8.69.05 hereof); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, of all applicable laws, rules, regulations and orders of Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures Authorities if failure to comply as with such requirements could not reasonably be expected to result in have a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained maintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted and maintain, develop and operate its Hydrocarbon Properties to their economic limit in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andprudent industry standards; (de) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP; (f) permit representatives of any Bank or any Agent, at their own risk during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or such Agent (as the case may be); and (g) promptly obtain from time to time at its own expense and at all times maintain in full force and effect without any material modification or amendment, all such governmental licenses, authorizations, registrations, consents, permits and approvals as may be required for such Borrower or its Restricted Subsidiaries to (a) comply with its obligations, and preserve its rights under, each of the Loan Documents and (b) maintain the existence, priority and perfection of the Liens purported to be created under the Security Documents.

Existence, Etc. Each Obligor will: (aA) Subject to Section 8.6Preserve, preserve renew and maintain in full force and effect its legal existenceexistence under the laws of the jurisdiction of its organization (other than with respect to any Subsidiary that (x) has aggregate assets with a value not in excess of $100,000, (y) conducts no Business and (z) does not Guarantee any Guarantor Indebtedness under any Indenture or is not a loan party to the Six Flags Credit Agreement) and (B) take all reasonable action to maintain all rights, privileges (including its general partnership form (good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except in the case of clause (B) above, to the Partnership) or corporate form (in the case of the Company), and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its rights, licenses, permits, privileges and franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined extent that failure to maintain any of such rightsdo so, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in the aggregate) , could not reasonably be expected to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)or other than as a consequence of the Bankruptcy Case; (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay Pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such obligation, tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure required by GAAP; provided that, with respect to pay taxes assessed against Real Properties, such taxes will can be contested without payment under applicable law; (iii) Maintain and preserve all of its Properties material to the conduct of the Business of SFI and its Subsidiaries (taken as a whole) in good working order and condition, except for failures that, either individually or in the aggregate, could not have reasonably be expected to result in a Material Adverse Effect on the financial condition of the Partnership; andEffect; (div) keep Keep adequate records and books of account., in which complete entries will be made in accordance with GAAP consistently applied; and (v) Permit representatives of the Lender, upon reasonable notice and during normal business hours (and, except if an Event of Default shall have occurred and be continuing, not more frequently than once each calendar quarter), to examine, copy and make extracts from its books and records, to visit and inspect any of its Properties, and to discuss its business, finances, condition and affairs with its officers and independent accountants and the general managers of its Parks, all to the extent reasonably requested by the Lender. The Lender shall give the Guarantors the opportunity to participate in any discussions with the Guarantors’ independent public accountants and the general managers of its Parks (as such term is defined in the Six Flags Credit Agreement). Notwithstanding anything to the contrary in this Section 12(e)(v), none of SFI or any Subsidiary will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (A) constitutes non-financial trade secrets or non-financial proprietary information or (B) in respect of which disclosure to the Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement;

Existence, Etc. Each Obligor The Company will, and will cause each of its Material Domestic Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof); (b) comply with the operation requirements of the Project all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements is reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which which, in the opinion of the Company, adequate reserves are being maintained maintained; (d) maintain all of its Properties used or useful in accordance with RAP its business in good working order and (iicondition, ordinary wear and tear excepted, provided that, nothing in this Section 8.02(d) shall prevent the Company or any of its Material Domestic Subsidiaries from discontinuing such maintenance if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and the business of any of its Material Domestic Subsidiaries and not disadvantageous in any material respect to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the PartnershipBanks; and (de) keep adequate records subject to U.S. Government restrictions, permit representatives of any Bank or the Administrative Agent, during normal business hours and books upon reasonable notice, to examine or inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as the case may be) so long as any such examination or inspection shall not unreasonably interfere with the operations of the Company and its Material Domestic Subsidiaries.

Existence, Etc. Each Obligor The Borrower will: , and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights (charter and statutory), privileges, licenses and franchises (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof and provided, further, that the Borrower shall not be required to cause any of its Subsidiaries to preserve its legal existence or its rights, licensesprivileges, permits, privileges and licenses or franchises if the Borrower shall determine that the preservation thereof is no longer necessary for the operation of the Project and in the conduct of the business of the Borrower and its business unless each Partner shall have determined that Subsidiaries taken as a whole or to the extent the failure to maintain any of such rights, licenses, permits, privileges and franchises do so could not (either individually or in the aggregate) reasonably be expected likely to have a Material Adverse Effect); (b) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities if failure to comply with such requirements is reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxesmaterial Taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except for (ia) for any such taxTax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and or (iib) to where the extent that failure to pay such taxes will not have do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the financial condition of the PartnershipEffect; and (d) keep adequate records maintain all of its Properties used or useful in its business in good working order and books condition, in all material respects, ordinary wear and tear excepted; provided that nothing in this Section 8.02(d) shall prevent the Borrower or any of account.its Subsidiaries from discontinuing such maintenance if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its business and the business of any of its Subsidiaries;

Existence, Etc. Each Obligor The Company will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 8.03 shall (i) with respect to the operation Company or any Major Subsidiary (as defined in Section 8.05 hereof), prohibit any transaction expressly permitted under Section 8.05 hereof or (ii) with respect to any Subsidiary (other than a Major Subsidiary), prohibit such Subsidiary from entering into any merger or consolidation or amalgamation or from liquidating, winding up or dissolving, itself (or suffering any liquidation or dissolution) or prohibit a Disposition (as defined in Section 8.05 hereof) by or of such Subsidiary); (b) comply with the Project requirements of all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto (or in the case of any Person that becomes a Subsidiary after the date hereof by Acquisition promptly upon becoming aware of penalties attaching thereto), except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain all of its material Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Bank or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records (subject to Section 11.12 hereof), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor Seller will: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 7.03(a) shall prohibit any transaction expressly permitted under Section 7.04 hereof); (b) comply with the operation requirements of the Project all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that Governmental Authorities (including, without limitation, all Prescribed Laws, all environmental laws, all laws with respect to unfair and deceptive lending practices and Predatory Lending Practices) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (d) not move its chief executive office from the address referred to in Section 6.12 or change its jurisdiction of organization from the jurisdiction referred to in Section 6.12 unless it shall have provided the Agent thirty (30) calendar days' prior written notice of such change; (e) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance conformance with RAP GAAP; (f) at all times during the term of this Repurchase Agreement regardless of whether subject to a Transaction at such time, permit representatives of the Agent, during normal business hours, to examine, copy and make extracts from its books and records (including, without limitation the Title Insurance Policies), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Agent; and (i) to hold each Title Insurance Policy for the benefit of the Agent on behalf of the Buyers; (ii) to hold each Title Insurance Policy at the extent office of AHM Investment located at 538 Broadhollow Road, Melville, New York 11747 unless the Sellers ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇) ▇▇▇▇' ▇▇▇▇▇ ▇ritten notice of any change in location, and (iii) to segregate each Title Insurance Policy with respect to Mortgage Loans that failure have been pledged to pay such taxes will not have a Material Adverse Effect on the financial condition Agent, for the ratable benefit of the Partnership; and (d) keep adequate records Buyers hereunder from title insurance policies unrelated to such Mortgage Loans and books of accountheld at the same location.

Existence, Etc. Each Obligor The Company will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 8.03 shall (i) with respect to the operation Company or any Significant Subsidiary (as defined in Section 8.05 hereof), prohibit any transaction expressly permitted under Section 8.05 hereof or (ii) with respect to any Subsidiary (other than a Significant Subsidiary), prohibit such Subsidiary from entering into any merger or consolidation or amalgamation or from liquidating, winding up or dissolving, itself (or suffering any liquidation or dissolution) or prohibit a Disposition (as defined in Section 8.05 hereof) by or of such Subsidiary); (b) comply with the Project requirements of all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto (or in the case of any Person that becomes a Subsidiary after the date hereof by Acquisition promptly upon becoming aware of penalties attaching thereto), except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain all of its material Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Bank or the Administrative Agent, during normal business hours, to Credit Agreement 60 - 56 - examine, copy and make extracts from its books and records (subject to Section 11.12 hereof), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor willSeller shall: (ai) Subject continue to Section 8.6, preserve engage in business of the same general type as now conducted by it or otherwise as approved by Buyer prior to the date hereof and maintain and preserve its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project and the conduct of its business unless each Partner (including, without limitation, preservation of all lending licenses held by Seller and of Seller's status as a "qualified transferee" (however denominated) under all documents which govern the Purchased Assets); provided, that nothing in this Section 9.01(d)(i) shall have determined that prohibit any transaction expressly permitted under Section 9.01(e); (ii) comply with all Contractual Obligations and with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project books of account, in which complete entries will be made in accordance with GAAP consistently applied; (or cause it to be operated and managediv) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case not (i) cause or permit any change to be made in compliance withits name, and otherwise comply with the requirements oforganizational identification number, all applicable Governmental Rules and Governmental Approvals includingidentity or corporate structure, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply each as could not reasonably be expected to result described in a Material Adverse Effect, Section 8.01(f) or (ii) in accordance with the terms change its jurisdiction of the Project Agreementsorganization, unless it shall have provided Buyer thirty (iii30) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any days' prior written notice of such properties if such discontinuance change and shall have first taken all action required by Buyer for the purpose of perfecting or suspension is, in protecting the judgment lien and security interest of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedBuyer established hereunder; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy (at Buyer's expense) and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Obligor of Seller and its Subsidiaries will: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses, permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Program Documents; and (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each Partner shall have determined that state in which it conducts business or any Mortgaged Property is located; (ii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project (or cause it to books of account, in which complete entries will be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) made in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and GAAP consistently applied; (iv) subject not move its chief executive office or chief operating office from the addresses referred to in Section 8.612(m) unless it shall have provided Buyer 30 days prior written notice of such change; provided, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing Buyer acknowledges that it has been notified of Seller’s intent to move its offices from the address referred to in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect 12(m) to the Holders; provided furtherfollowing address: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, that▇▇▇▇▇▇▇▇ ▇▇▇▇▇, except in the event of a Casualty Event▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ on or about August 5, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned2011; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Obligor The Company will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for (provided that nothing in this Section 8.03 shall (i) with respect to the operation Company or any Major Subsidiary (as defined in Section 8.05 hereof), prohibit any transaction expressly permitted under Section 8.05 hereof or (ii) with respect to any Subsidiary (other than a Major Subsidiary), prohibit such Subsidiary from entering into any merger or consolidation or amalgamation or from liquidating, winding up or dissolving, itself (or suffering any liquidation or dissolution) or prohibit a Disposition (as defined in Section 8.05 hereof) by or of such Subsidiary); (b) comply with the Project requirements of all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto (or in the case of any Person that becomes a Subsidiary after the date hereof by Acquisition promptly upon becoming aware of penalties attaching thereto), except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain all of its material Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Bank or the Amended and Restated Credit Agreement Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records (subject to Section 11.12 hereof), to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor of Seller and its Subsidiaries will: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses, permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Program Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect or would have a material adverse effect on the Purchased Loans or Buyer’s interest therein, remain in good standing under the laws of each Partner shall have determined that state in which it conducts business or any Mortgaged Property is located; and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Buyer; (ii) comply with the requirements of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if the failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project (or cause it to books of account, in which complete entries will be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) made in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and GAAP consistently applied; (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedreserved; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance maintained; (vi) permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with RAP and (ii) its officers, all to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipreasonably requested by Buyer; and (dvii) keep adequate records and books not directly or indirectly enter into any agreement that would be violated or breached by any Transaction or the performance by Seller of accountany Program Document.

Existence, Etc. Each Obligor willSeller will with respect to itself: (a1) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project and the conduct of its business unless each Partner (provided that nothing in this Section 11(c)(1) shall have determined that prohibit any transaction expressly permitted under Section 11(d)); (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (b3) operate keep adequate records and manage the Project books of account, in which complete entries will be made in accordance with GAAP consistently applied; (or cause it to be operated and managed4) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case not (i) cause or permit any change to be made in compliance withits name, and otherwise comply with the requirements oforganizational identification number, all applicable Governmental Rules and Governmental Approvals includingidentity or corporate structure, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply each as could not reasonably be expected to result described in a Material Adverse Effect, Section 10(f) or (ii) in accordance with the terms change its jurisdiction of the Project Agreementsorganization, unless it shall have provided Buyer thirty (iii30) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any days' prior written notice of such properties if such discontinuance change and shall have first taken all action required by Buyer for the purpose of perfecting or suspension is, in protecting the judgment lien and security interest of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedBuyer established hereunder; (c5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (d6) keep adequate make available to Buyer and permit Buyer, subject to its representatives entering to a confidentiality agreement with Seller with provisions substantially similar to the provisions of Section 29, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy and make extracts from its books and records (subject to the proviso at the end of this sentence), and books to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer; provided Buyer shall not be allowed to (a) copy Seller's operating agreement or subscription agreement, or (b) copy or review Seller's proprietary trading systems. Any confidential information in the possession of accountBuyer pursuant to this clause (6) shall, upon termination of this Agreement, be returned to Seller or destroyed by Buyer other than certain information retained in the legal files of Buyer pursuant to the determination of Buyer's general counsel.

Existence, Etc. Each Obligor of the Seller and Guarantor will: (ai) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined that failure to maintain any of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)business; (bii) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, of all applicable laws, rules, regulations and orders of Governmental Rules and Governmental Approvals Authorities (including, without limitation, truth in lending, real estate settlement procedures and all applicable laws involving pipeline safety environmental laws), whether now in effect or hereinafter enacted or promulgated in all material respects; (iii) keep or cause to be kept in reasonable detail records and environmental protection except for such failures books of account necessary to comply as could not reasonably be expected to result produce financial statements that fairly present, in a Material Adverse Effectall material respects, (ii) the consolidated financial condition and results of operations of the Guarantor in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and GAAP consistently applied; (iv) subject not move its chief executive office or its jurisdiction of incorporation from the locations referred to in Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; 12(n) unless it shall have provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of Buyer five (5) Business Days written notice following such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedchange; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, during normal business hours upon three (3) Business Days’ prior written notice at a mutually desirable time, provided that no notice shall be required at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent relating to Underlying Loans subject to Transactions.

Existence, Etc. Each Obligor willSeller shall: (ai) Subject continue to Section 8.6, preserve engage in business of the same general type as now conducted by it or otherwise as approved by Buyer prior to the date hereof and maintain and preserve its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project and the conduct of its business unless each Partner (including, without limitation, preservation of all lending licenses held by Seller and of Seller's status as a "qualified transferee" (however denominated) under all documents which govern the Purchased Assets and any applicable inter-creditor arrangement); provided, that nothing in this Section 9.01(d)(i) shall have determined that prohibit any transaction expressly permitted under Section 9.01(e); (ii) comply with all Contractual Obligations and with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project books of account, in which complete entries will be made in accordance with GAAP consistently applied; (or cause it to be operated and managediv) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case not (i) cause or permit any change to be made in compliance withits name, and otherwise comply with the requirements oforganizational identification number, all applicable Governmental Rules and Governmental Approvals includingidentity or corporate structure, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply each as could not reasonably be expected to result described in a Material Adverse Effect, Section 8.01(f) or (ii) in accordance with the terms change its jurisdiction of the Project Agreementsorganization, unless it shall have provided Buyer thirty (iii30) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any days' prior written notice of such properties if such discontinuance change and shall have first taken all action required by Buyer for the purpose of perfecting or suspension is, in protecting the judgment lien and security interest of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedBuyer established hereunder; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy (at Buyer's expense) and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Obligor The Company will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights (charter and statutory), privileges, licenses and franchises (provided that nothing in this Section 8.02 shall prohibit any transaction expressly permitted under Section 8.04 hereof -57- and provided, further, that the Company shall not be required to cause any of its Subsidiaries (other than any Subsidiary Borrower) to preserve its legal existence or its rights, licensesprivileges, permits, privileges and licenses or franchises if the Company shall determine that the preservation thereof is no longer necessary for the operation of the Project and in the conduct of the business of the Company and its business unless each Partner shall have determined that Subsidiaries taken as a whole); (b) comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements is reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain all of its Properties used or useful in its business in good working order and condition, ordinary wear and tear excepted; provided that nothing in this Section 8.02(d) shall prevent the Company or any of its Subsidiaries from discontinuing such maintenance if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and the business of any of its Subsidiaries; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Bank or the Administrative Agent, during normal business hours and upon reasonable prior notice, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Bank or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor willBorrower will and will cause each Eligible Property Owner to: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses, permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Loan Documents; (C) remain in good standing under the laws of each Partner shall have determined that failure to maintain state in which it conducts business or any Property owned by such entity is located; and (D) not change its tax identification number, fiscal year or method of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in accounting without the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)consent of Administrative Agent; (bii) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Rules and Governmental Approvals Authorities (including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result truth in a Material Adverse Effectlending, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project real estate settlement procedures and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedenvironmental laws); (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due except (i) for any such tax, assessment charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; and (diii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (iv) not move its chief executive office or chief operating office from the addresses referred to in Section 6.14 (or otherwise provided in writing to Administrative Agent) unless it shall have provided Agents thirty (30) days prior written notice of such change; (v) permit representatives of Administrative Agent (or at the direction of the Administrative Agent, the Diligence Agent and Calculation Agent), during normal business hours upon ten (10) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Administrative Agent; (vi) not directly or indirectly enter into any agreement that would be violated or breached by the making or continuation of any Advance or the performance by Borrower or any Eligible Property Owner of any Loan Document; and (vii) remain a Special Purpose Entity, wholly owned by Parent SPE or Borrower, as applicable.

Existence, Etc. Each Obligor willSeller shall: (ai) Subject continue to Section 8.6, preserve engage in business of the same general type as now conducted by it or otherwise as approved by Buyer prior to the date hereof and maintain and preserve its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project and the conduct of its business unless each Partner (including, without limitation, preservation of all lending licenses held by Seller and of Seller’s status as a “qualified transferee” (however denominated) under all documents which govern the Purchased Assets); provided, that nothing in this Section 9.01(d)(i) shall have determined that prohibit any transaction expressly permitted under Section 9.01(e); (ii) comply with all Contractual Obligations and with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities (including, without limitation, all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project books of account, in which complete entries will be made in accordance with GAAP consistently applied; (or cause it to be operated and managediv) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case not (i) cause or permit any change to be made in compliance withits name, and otherwise comply with the requirements oforganizational identification number, all applicable Governmental Rules and Governmental Approvals includingidentity or corporate structure, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply each as could not reasonably be expected to result described in a Material Adverse Effect, Section 8.01(f) or (ii) in accordance with the terms change its jurisdiction of the Project Agreementsorganization, unless it shall have provided Buyer thirty (iii30) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any days’ prior written notice of such properties if such discontinuance change and shall have first taken all action required by Buyer for the purpose of perfecting or suspension is, in protecting the judgment lien and security interest of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedBuyer established hereunder; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, to examine, copy (at Buyer’s expense) and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Buyer.

Existence, Etc. Each Obligor Borrower will: (a) Subject to Section 8.6, and will cause each other Borrower Party to, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation maintenance of the Project its existence and the conduct of its business unless each Partner affairs. Compliance with Laws; Adverse Regulatory Changes. Borrower shall have determined that failure comply in all material respects (subject to such more stringent requirements as may be set forth elsewhere herein) with all Applicable Laws. Borrower shall maintain in full force and effect all Government Approvals and shall from time to time obtain all Government Approvals as shall now or hereafter be necessary under Applicable Law in connection with the construction, operation or maintenance of the Project or the execution, delivery and performance by Borrower of any of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (Documents to which it is a party and shall comply with all such Government Approvals and keep them in full force and effect. Borrower shall promptly furnish a true and complete copy of each such Government Approval obtained after the date hereof to Construction Consultant. After prior notice to Administrative Agent, Borrower, at its own expense, may contest by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, the validity or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case application of any Applicable Law; provided that: (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, no Event of Default or monetary Default of which Administrative Agent has given Borrower notice exists; (ii) Borrower shall pay any outstanding fines, penalties or other payments under protest unless such proceeding shall suspend the collection of such items; (iii) such proceeding shall be permitted under and be conducted in accordance with the terms provisions of any other instrument to which Borrower or the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, is subject and shall not constitute a default thereunder; (iv) subject to Section 8.6, maintain and preserve no part of or interest in the Project and all will be in imminent danger of its being sold, forfeited, terminated, canceled or lost during the pendency of the proceeding; (v) such proceeding shall not subject Borrower, Administrative Agent or any Lender to criminal or civil liability (other Properties used or useful in its business in good operating and working order and conditionthan civil liability as to which adequate security has been provided pursuant to clause (vi) below); (vi) unless paid under protest, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 Borrower shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of have furnished such properties if such discontinuance or suspension is, security as may be required in the judgment of each Partnerproceeding, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect or as may be reasonably requested by Administrative Agent, to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due except (i) for any such tax, assessment charge or levy insure the payment of any such items, together with all interest and penalties thereon, which is being contested shall not be less than 110% of the maximum liability of Borrower as reasonably determined by Administrative Agent, which security shall be deposited in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP a Controlled Account; and (iivii) to Borrower shall promptly upon final determination thereof pay the extent that failure to pay amount of such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; and (d) keep adequate records items, together with all costs, interest and books of accountpenalties.

Existence, Etc. Each Obligor The Borrower will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, preserve and maintain its legal existenceexistence and all material permits, licenses and other governmental authorizations necessary to enable it to operate each of its general partnership form Parks (other than seasonal permits, which it anticipates will be obtained in the normal course and, in the case of the Partnership) or corporate form (Parks to be acquired in the case of Initial Acquisitions, other than liquor licenses which it anticipates will be obtained in the Companynormal course), provided that nothing in this Section 9.03 shall prohibit any transaction expressly permitted under Section 9.05; (b) comply with the requirements of all applicable laws, rules, regulations and obtain and maintain, orders of governmental or to cause to be obtained or maintained, as the case may be, all of its rights, licenses, permits, privileges and franchises necessary for the operation of the Project and the conduct of its business unless each Partner shall have determined that regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all Federal income taxes and all other material taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) maintain and preserve all of its Properties material to the conduct of the business and operations of the Borrower and its Subsidiaries (taken as a whole) in good working order and condition; (e) keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles consistently applied; and (f) permit representatives of any Lender or the Administrative Agent, upon reasonable notice and during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers and the general managers of its Parks, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor State Auto Mutual will: (a) Subject to Section 8.6and will cause each of its Material Subsidiaries to, preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of the Project (PROVIDED that nothing in this Section 4.03 shall prohibit any transaction expressly permitted under Section 4.05 hereof); (b) and the conduct will cause each of its business unless each Partner shall have determined that Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises requirements could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) and will cause each of its Material Subsidiaries to, pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; andmaintained; (d) and will cause each of its Material Subsidiaries to, keep adequate records and books of account, in which complete entries will be made in accordance with generally accepted accounting principles (or, in the case of an Insurance Entity, statutory accounting principles) consistently applied; and (e) and will cause each of its Material Subsidiaries to, permit representatives of any Lender or the Administrative Agent, during normal business hours, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be).

Existence, Etc. Each Obligor Seller will: (ai) Subject continue to Section 8.6, preserve engage in business of the same general type as now conducted by it or otherwise as approved by the Buyer prior to the date hereof and maintain and preserve its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, licensesprivileges, permits, privileges licenses and franchises necessary for the operation of its business, provided, that nothing in this Section 9.01(d)(i) shall prohibit any transaction expressly permitted under Section 9.01(e); (ii) comply with all Contractual Obligations and with the Project requirements of all applicable laws, rules, regulations and the conduct orders of its business unless each Partner shall have determined that Governmental Authorities (including, without limitation, all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project books of account, in which complete entries will be made in accordance with GAAP consistently applied; (or cause it to be operated and managediv) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case not (i) cause or permit any change to be made in compliance withits name, and otherwise comply with the requirements oforganizational identification number, all applicable Governmental Rules and Governmental Approvals includingidentity or corporate structure, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply each as could not reasonably be expected to result described in a Material Adverse Effect, Section 8.01(f) or (ii) in accordance with the terms change its jurisdiction of the Project Agreementsorganization, unless it shall have provided Buyer thirty (iii30) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any days' prior written notice of such properties if such discontinuance change and shall have first taken all action required by Buyer for the purpose of perfecting or suspension is, in protecting the judgment lien and security interest of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedBuyer established hereunder; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained maintained; (vi) permit representatives of Buyer, upon reasonable notice (unless a Default shall have occurred and is continuing, in accordance which case, no prior notice shall be required), during normal business hours, to examine, copy (at Buyer's expense) and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with RAP and (ii) its officers, all to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipreasonably requested by Buyer; and (dvii) keep adequate records in the case of each SPE Seller, such SPE Seller shall maintain its status as a special purpose entity and, in the case of the Parent, the Parent shall maintain its status as a REIT and books of accountshall maintain its listing on a national stock exchange.

Existence, Etc. Each Obligor Borrower will, and will cause each of its Subsidiaries to: (ai) Subject to Section 8.6, preserve and maintain its legal existence, its general partnership form existence and (in the case of the Partnershipii) or corporate form (in the case of the Company), preserve and obtain and maintain, or to cause to be obtained or maintained, as the case may be, maintain all of its rights, licensesprivileges, permits, privileges licenses and franchises necessary for or desirable (in the operation of relevant Borrower’s judgment) in the Project and the normal conduct of its business unless each Partner shall have determined except, in the case of this clause (ii), to the extent that failure to preserve and maintain any of such rights, licenses, permits, privileges and franchises the same could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 8.03 shall prohibit any transaction expressly permitted under Section 8.68.05 hereof); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, of all applicable Governmental Rules laws, rules, regulations and Governmental Approvals orders of governmental or regulatory authorities (including, without limitation, ERISA, all applicable laws involving pipeline safety Environmental Laws and environmental protection except for such failures the FDIA and all rules and regulations promulgated thereunder) if failure to comply as with such requirements could not (either individually or in the aggregate) reasonably be expected to result in have a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP GAAP; (d) maintain all of its Properties used or useful in its business in good working order and (ii) condition ordinary wear and tear excepted, except to the extent that the failure to pay maintain any such taxes will Property in good working order and condition could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect on and would not interfere in any material respect in the financial condition ordinary conduct of the Partnership; andits business or operations; (de) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP; and (f) permit representatives of any Lender or the Administrative Agent, during normal business hours and following reasonable advance notice, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by such Lender or the Administrative Agent (as the case may be); provided that no Borrower shall be required to provide (i) the names of, or other information that could be used to identify, account holders, (ii) any proprietary strategic insights or statistical models concerning account holders or potential account holders or other similar or related proprietary information, (iii) information regarding the specific nature or application of any of the information-based strategies employed by COFC and its Subsidiaries in the conduct of their business or (iv) any proprietary plans or other proprietary information relating to the development of the business of COFC and its Subsidiaries; provided, further, that no advance notice shall be required if an Event of Default has occurred and is continuing and Loans are outstanding.

Existence, Etc. Each Obligor United Shore and its Subsidiaries will: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses (including, but not limited to, any FHA, VA or RHS licenses), permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Program Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect, or would have a material adverse effect on the Purchased Assets or Loans or Buyer’s interest therein, remain in good standing under the laws of each Partner shall have determined that state in which it conducts business or any Mortgaged Property is located and (D) not change its tax identification number, fiscal year or method of accounting without the consent of Buyer; (ii) comply with the requirements of and conduct its business in accordance with all Requirements of Law (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to maintain any of comply with such rights, licenses, permits, privileges and franchises could not requirements would be reasonably be expected likely (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)Effect; (biii) operate keep adequate records and manage the Project (or cause it to books of account, in which complete entries will be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, all applicable Governmental Rules and Governmental Approvals including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result in a Material Adverse Effect, (ii) made in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and GAAP consistently applied; (iv) subject to Section 8.6, maintain and preserve the Project and all of not move its other Properties used chief executive office or useful in its business in good chief operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership office or the Company location where it keeps its books and records from discontinuing or suspending the operation or maintenance or preservation of any addresses referred to in Sections 12(m) and12(n) (as applicable) unless it shall have provided Buyer [***] prior written notice of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedchange; (cv) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnershipmaintained; and (dvi) keep adequate records permit representatives of Buyer, during normal business hours upon three [***] prior written notice at a mutually desirable time, or at any time with prior notice during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of accountits Properties, and to discuss its business and affairs with its officers, all to the extent reasonably related to Purchased Assets subject to the Transactions.

Existence, Etc. Each Obligor The Borrower will, and will cause each of its Subsidiaries to: (a) Subject to Section 8.6, (i) preserve and maintain its legal existence, its general partnership form existence and (in the case of the Partnershipii) or corporate form (in the case of the Company), preserve and obtain and maintain, or to cause to be obtained or maintained, as the case may be, maintain all of its rights, licensesprivileges, permits, privileges licenses and franchises necessary for or desirable (in the operation of Borrower’s judgment) in the Project and the normal conduct of its business unless each Partner shall have determined except, in the case of this clause (ii), to the extent that failure to preserve and maintain any of such rights, licenses, permits, privileges and franchises the same could not reasonably be expected (either individually or in the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 8.03 shall prohibit any transaction expressly permitted under Section 8.68.05 hereof); (b) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, of all applicable Governmental Rules laws, rules, regulations and Governmental Approvals orders of governmental or regulatory authorities (including, without limitation, ERISA, all applicable laws involving pipeline safety Environmental Laws and environmental protection except for such failures the FDIA and all rules and regulations promulgated thereunder) if failure to comply as with such requirements could not (either individually or in the aggregate) reasonably be expected to result in have a Material Adverse Effect, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemned; (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due prior to the date on which penalties attach thereto, except (i) for any such tax, assessment assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP GAAP; (d) maintain all of its Properties used or useful in its business in good working order and (ii) condition ordinary wear and tear excepted, except to the extent that the failure to pay maintain any such taxes will Property in good working order and condition could not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect on and would not interfere in any material respect in the financial condition ordinary conduct of the Partnership; andits business or operations; (de) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP; and (f) permit representatives of the Administrative Agent, during normal business hours and following reasonable advance notice, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by the Administrative Agent; provided that the Borrower shall not be required to provide (i) the names of, or other information that could be used to identify, account holders, (ii) any proprietary strategic insights or statistical models concerning account holders or potential account holders or other similar or related proprietary information, (iii) information regarding the specific nature or application of any of the information-based strategies employed by the Borrower and its Subsidiaries in the conduct of their business or (iv) any proprietary plans or other proprietary information relating to the development of the business of the Borrower and its Subsidiaries; provided, further, that no advance notice shall be required if an Event of Default has occurred and is continuing and Loans are outstanding.

Existence, Etc. Each Obligor willBorrower will and will cause each Eligible REO Entity to: (ai) Subject to Section 8.6, (A) preserve and maintain its legal existence, its general partnership form (in the case of the Partnership) or corporate form (in the case of the Company), existence and obtain and maintain, or to cause to be obtained or maintained, as the case may be, all of its material rights, privileges, franchises; (B) maintain all licenses, permits, privileges and franchises permits or other approvals necessary for the operation of the Project and the to conduct of its business unless and to perform its obligations under the Loan Documents; (C) remain in good standing under the laws of each Partner shall have determined that failure to maintain state in which it conducts business or any Contributed REO Property owned by such entity is located; and (D) not change its tax identification number, fiscal year or method of such rights, licenses, permits, privileges and franchises could not reasonably be expected (either individually or in accounting without the aggregate) to have a Material Adverse Effect (provided that nothing in this Section 8.3 shall prohibit any transaction expressly permitted under Section 8.6)consent of Lender; (bii) operate and manage the Project (or cause it to be operated and managed) and maintain, repair and preserve (or cause the maintenance, repair and preservation of) the Project in each case (i) in compliance with, and otherwise comply with the requirements of, of and conduct its business strictly in accordance with all applicable laws, rules, regulations and orders of Governmental Rules and Governmental Approvals Authorities (including, without limitation, all applicable laws involving pipeline safety and environmental protection except for such failures to comply as could not reasonably be expected to result truth in a Material Adverse Effectlending, (ii) in accordance with the terms of the Project Agreements, (iii) in accordance with generally accepted prudent pipeline industry standards, and (iv) subject to Section 8.6, maintain and preserve the Project real estate settlement procedures and all of its other Properties used or useful in its business in good operating and working order and condition, ordinary wear and tear excepted; provided however, that nothing in this Section 8.3 shall prevent the Partnership or the Company from discontinuing or suspending the operation or maintenance or preservation of any of such properties if such discontinuance or suspension is, in the judgment of each Partner, desirable in the conduct of the Partnership's business and not disadvantageous in any material respect to the Holders; provided further, that, except in the event of a Casualty Event, in which case the provisions of Section 9.8 shall apply with respect to the portion or portions of the Project lost, damaged or condemnedenvironmental laws); (c) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property when due except (i) for any such tax, assessment charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with RAP and (ii) to the extent that failure to pay such taxes will not have a Material Adverse Effect on the financial condition of the Partnership; and (diii) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied; (iv) not move its chief executive office or chief operating office from the addresses referred to in Section 6.14 (or otherwise provided in writing to Lender) unless it shall have provided Lender thirty (30) days prior written notice of such change; (v) permit representatives of Lender, during normal business hours upon ten (10) Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from its books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Lender; (vi) not directly or indirectly enter into any agreement that would be violated or breached by the making or continuation of any Advance or the performance by Borrower or any Eligible REO Entity of any Loan Document; and (vii) remain a Special Purpose Entity, wholly owned by Parent SPE or Borrower, as applicable.