Common use of Existence; Businesses and Properties Clause in Contracts

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, 6.04 and except with respect to the Subsidiaries of the Borrower where such failure to do so could not, individually or in the aggregate, would not reasonably be expected likely to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or Except to the ownership of its properties, except where extent that the failure to do so could not, individually or in cause the aggregate, same to be done would not be reasonably be expected likely to have a Material Adverse Effect. (c) Do , do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operatedoperated (subject to changes in the ordinary course of business); comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, made all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect6.5. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the all rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material used in or relating to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated, including any reasonable extension, development or expansion thereof; comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of any such Subsidiary if the assets of such Subsidiary to do so could not, individually the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiary Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) in the Borrower’s reasonable business judgment obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, decrees building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees, permits, licenses and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.04 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any applicable Environmental Law, ruleszoning or building ordinance, regulations, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Transaction Documents; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper commercially reasonable repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all timestimes as it is currently conducted; provided, except however, that nothing in this Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or involving any Company in accordance with Section 6.04; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any property, rights, franchises, licenses and patents that such person reasonably determines are not necessary for the proper conduct of its business.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.01(c) (with respect to Weyerhaeuser) and Section 6.02(d) (with respect to WRECO) and, except with respect to Restricted Subsidiaries, where the failure to do so could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, provided, however, that such Borrower may liquidate or dissolve any of its Subsidiaries to the extent the assets of such Subsidiary are transferred to Weyerhaeuser or any of its Restricted Subsidiaries. (b) Qualify and remain qualified as a foreign entity Except in each jurisdiction in which qualification is necessary in view of its business and operations or case where the ownership of its properties, except where failure to do so could not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect. , (ci) Do do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to necessary in the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated; (iii) comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iv) at all times maintain and preserve all property material to necessary in the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times. (c) Maintain compliance with each of its loans, contracts, leases and other obligations (other than Indebtedness) except where the failure to do so such as are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established, and except for such noncompliance as could not reasonably be expected to have have, in any case or in the aggregate, a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could notthe extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in such liquidation or dissolution, individually or in the aggregate, reasonably provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Properties and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the Company or a Wholly Owned Subsidiary of the Company in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Subsidiary Loan Parties unless such liquidation is otherwise permitted under Section 6.05. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all material property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; maintain provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of any such Subsidiary if the assets of such Subsidiary to do so could notthe extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided that, individually or in the aggregateexcept as permitted pursuant to Section 6.05, reasonably Subsidiary Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) in the Borrower’s reasonable business judgment obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, decrees building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees, permits, licenses and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the conversion from one form of legal entity to do so could notanother as permitted hereby, individually and except for the liquidation or dissolution of Material Subsidiaries if the assets of such Material Subsidiaries to the extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its businessbusiness except as otherwise provided in Section 5.01(a), except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and material judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all timestimes (in each case in clauses (i), (ii) and (iii) above except as expressly permitted by this Agreement or except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (bi) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , (ii) as otherwise expressly permitted under Section 6.05 and operate such business in substantially (iii) the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders liquidation or dissolution of any Governmental Authority, whether now in effect Restricted Subsidiary if the assets of such Restricted Subsidiaries are acquired by the Borrower or hereafter enacted, except a Subsidiary of the Borrower. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto reasonably necessary to the normal conduct of the business of the Borrower and the Restricted Subsidiaries and (ii) at all times maintain and preserve all property material reasonably necessary to the normal conduct of such the business of the Borrower and the Restricted Subsidiaries and keep such property in good satisfactory repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on accordance with prudent industry practice (in connection therewith may be properly conducted at all times, each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulationsregulations (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except however, that nothing in this Section 5.01(b) shall prevent (i) sales of assets, consolidations or mergers by or involving Holdings, the Borrower or any of their respective Subsidiaries in accordance with Section 6.05, (ii) the withdrawal by Holdings, the Borrower or any of their respective Subsidiaries of their qualification as a foreign corporation in any jurisdiction where the failure to do so such withdrawal could not reasonably be expected to have a Material Adverse EffectEffect or (iii) the abandonment by Holdings, the Borrower or any of their respective Subsidiaries of any rights, franchises, licenses and patents that the Borrower reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence existence, rights and franchises necessary or desirable in the normal conduct of its business, except (i) other than with respect to each Co-Borrower’s legal existence, to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or (ii) pursuant to a transaction permitted by Section 6.05 or Section 6.06. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things reasonably necessary to obtain, maintain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, approvals, authorizations, patents, copyrights, trademarks and trade names material Intellectual Property used or necessary to the conduct of its business, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; maintain do or cause to be done all things reasonably necessary to preserve its business and operate such the goodwill and business of the customers, advertisers, suppliers and others having business relations with each Loan Party or any of its Restricted Subsidiaries, except where the failure to do so could not reasonably be expected to result in substantially the manner in which it is presently conducted and operateda Material Adverse Effect; comply in all material respects with all applicable lawsRequirements of Law (in the case of the U.S. Hold Separate Assets, rulesas such Requirements of Law may be modified pursuant to the U.S. Hold Separate Agreements) (including any and all zoning, regulationsbuilding, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), contractual obligations, and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectEffect (provided that no Affected Credit Party shall be entitled to the benefit of the covenant in respect of compliance with all applicable Requirements of Law in this Section 5.03(b) to the extent that it is unenforceable under, or result in any violation of, applicable Blocking Laws); and at all times maintain maintain, preserve and preserve protect all of its property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto reasonably necessary in order that the business carried on in connection therewith may be properly conducted at all times, except in each case where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect. Maintain in effect and enforce policies and procedures designed to ensure compliance by Holdings (and, on and after the Specified AV Minerals Joinder Date, AV Minerals), the Designated Company, their respective Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions; provided that no Affected Credit Party shall be entitled to the benefit of the covenant in this sentence to the extent that it is unenforceable under, or result in any violation of, applicable Blocking Laws.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay its monetary obligations and perform its other material obligations under all Leases; and except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; and , at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and existence, (to the extent the concept is applicable in such jurisdictioni) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the U.S. Borrower or a Wholly Owned Subsidiary of the U.S. Borrower in such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties, and (iii) except (other than with respect to the Borrowers) where the failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , do or cause to be done all things necessary to (i) obtain, preserve, renew, extend and operate such business keep in substantially full force and effect the manner in which it is presently conducted permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and operated; rights with respect thereto necessary to the normal conduct of its business, (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all material property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and existence, except, in the case of a Subsidiary, (i) where the failure to do so would not reasonably be expected to have a material adverse effect on the extent the concept is applicable in such jurisdiction) good standing under the legal requirements business, property, operations or condition of the jurisdiction Borrower and the Subsidiaries, taken as a whole, or the validity or enforceability of its formationany of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder, except (ii) as otherwise expressly permitted under Section 6.05, except or (iii) the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided that Subsidiary Loan Parties may not be merged into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be merged into Foreign Subsidiaries. (b) Except where the failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. , to use commercially reasonable efforts to (bi) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to lawfully obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where as expressly permitted by the failure to do so could not reasonably be expected to have a Material Adverse EffectLoan Documents).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain maintain, protect and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where unless the failure to do so could so, in each case, would not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; , (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all material property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (bi) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , (ii) as otherwise expressly permitted under Section 6.05 and operate such business in substantially (iii) the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders liquidation or dissolution of any Governmental Authority, whether now in effect Restricted Subsidiary if the assets of such Restricted Subsidiaries are acquired by any Borrower or hereafter enacted, except a Subsidiary of any Borrower. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto reasonably necessary to the normal conduct of the business of the Lead Borrower and the Restricted Subsidiaries and (ii) at all times maintain and preserve all property material reasonably necessary to the normal conduct of such the business of the Lead Borrower and the Restricted Subsidiaries and keep such property in good satisfactory repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on accordance with prudent industry practice (in connection therewith may be properly conducted at all times, each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Leases and Acquisition Documents, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of assets, except consolidations or mergers by or involving any Company in accordance with Section 6.05; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do It will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, 6.04 and except where failure that the foregoing shall not apply to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectExcluded Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to It will do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated; (iii) comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iv) at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that (A) clauses (i), except where (ii), and (iv) above shall not apply to Excluded Subsidiaries, (B) the foregoing shall not prevent any transaction expressly permitted under Section 6.04, (C) the foregoing shall not prevent Holdings, the Borrower or any Subsidiary from withdrawing its qualification as a foreign corporation in any jurisdiction and (D) the foregoing clause (i) shall not prevent Holdings, the Borrower or any Subsidiary from taking or failing to take any action respecting any right, license, permit, franchise, authorization, patent, copyright, trademark or trade name determined by it to be in the best interest of the Borrower and the Subsidiaries; provided further that the foregoing clauses (C) and (D) shall not be construed to permit the taking of, or failure to do so take, any action that could not reasonably be expected to have result in a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain and preserve all property Property material to the conduct of such business and keep such property Property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of assets, except consolidations or mergers by or involving any Company in accordance with Section 6.05; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, tradenames, copyrights or patents that such Person reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could notthe extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in such liquidation or dissolution, individually or provided that Subsidiaries that are Loan Parties may be liquidated into Subsidiaries that are not Loan Parties only to the extent that such liquidation is treated as an investment by a Subsidiary Loan Party in the aggregate, reasonably be expected to have a Material Adverse EffectSubsidiary that is not a Loan Party under Section 6.04(a). (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits) or any restrictions of record or agreements affecting the Mortgaged Properties and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent case of a Subsidiary of a Borrower, where the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 7.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in such liquidation or dissolution; provided that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or Except where the ownership of its properties, except where failure to do so could notwould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licensesqualifications, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material to rights with respect thereto necessary in the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (ii) at all times maintain and preserve all property material to necessary in the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, and (iii) conduct its business and affairs without infringement of or interference with any Intellectual Property Right of any other Person in any respect (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; maintain provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except however, that nothing in this Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or involving any Company in accordance with Section 6.04; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any property, rights, franchises, licenses, trademarks, tradenames, copyrights or patents that such person reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do or Preserve and maintain, cause each of the Principal Subsidiaries to be done all things necessary preserve and maintain, and cause each other Subsidiary to preservepreserve and maintain, renew and keep in full force and effect (i) its legal existence and (except, with respect to any Subsidiary other than a Principal Subsidiary, to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, would not be reasonably be expected to have result in a Material Adverse Effect.) and (ii) rights and franchises (except to the extent failure to do so would not be reasonably expected to result in a Material Adverse Effect); provided that the legal existence of any Principal Subsidiary may be terminated if such termination is not disadvantageous to the Administrative Agent or any Lender; (b) Qualify and remain qualified as a foreign entity in continue to own (directly or indirectly) all of the outstanding shares of common stock of each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its propertiesPrincipal Subsidiary, except where failure in connection with an Asset Exchange or pursuant to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.any sale of shares of common stock of such Principal Subsidiary not prohibited hereunder; (c) Do or comply, and cause each of the Subsidiaries to be done comply with all things necessary to obtainapplicable laws, preserverules, renewregulations and orders, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its businessincluding all Environmental Laws, except where the failure to do so could would not reasonably be expected to have result in a Material Adverse Effect; ; (d) maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect and enforce policies and procedures reasonably designed to achieve compliance by the Borrower, its Subsidiaries and their respective directors, officers and employees with Anti-Corruption Laws, the FCPA and applicable Sanctions; (e) pay, and cause each of the Subsidiaries to pay, before any such amounts become delinquent, (i) all Taxes imposed upon it or hereafter enactedupon its property, and (ii) all claims (including claims for labor, materials, supplies, or services) that would, if unpaid, become a Lien upon its property, in each case, except where to the extent (x) the validity or amount thereof is being disputed in good faith, and the Borrower or applicable Subsidiary has maintained adequate reserves with respect thereto, or (y) the failure do to so could pay would not be reasonably be expected to have cause a Material Adverse Effect; ; (f) keep, and at cause each of the Subsidiaries to keep, proper books of record and account, containing complete and accurate entries of all times maintain material financial and preserve business transactions of the Borrower and such Subsidiary in all property material respects; (g) continue to carry on, and cause each Principal Subsidiary to continue to carry on (so long as such Principal Subsidiary is a Principal Subsidiary), substantially the conduct same type of business as the Borrower or such Principal Subsidiary conducted as of the First Amendment and Restatement Effective Date or other business reasonably related ancillary, similar, complementary or synergistic thereto or a reasonable extension, development or expansion thereof, except for changes in such business and keep such property in good repair, working order and condition and that result from time to time make, an Asset Exchange; and (h) maintain or cause to be mademaintained insurance with financially sound and reputable insurers, all needful or self-insurance, with respect to its properties and proper repairsbusiness and the properties and business of the Subsidiaries against loss or damage of the kinds customarily insured against by reputable companies in the same or similar businesses, renewals, additions, improvements such insurance to be of such types and replacements thereto necessary in order such amounts (with such deductible amounts) as is customary for such companies under similar circumstances; provided that the business carried on foregoing shall not limit the right of the Borrower or any of its Subsidiaries to engage in connection therewith may be properly conducted at all timesany transaction not otherwise prohibited by Section 6.02, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect6.03 or 6.04.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain and preserve all property Property material to the conduct of such the business of any Loan Party and keep such property Property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business of any Loan Party carried on in connection therewith may be properly conducted at all times; provided, except that nothing in this Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or involving any Company in accordance with Section 6.05; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, tradenames, copyrights or patents that such Person reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ci) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, Leases, servitudes, easements, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to necessary in the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated; (iii) comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; (iv) pay and perform its obligations under all Leases, except where the failure do so could not reasonably be expected to have a Material Adverse EffectAmendment Transaction Documents and Transaction Documents; and (v) at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business and Casualty Events) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all timestimes except in the case of (i), except (ii), (iii), (iv) and (v) where the failure to do so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall prevent (x) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (y) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (z) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and existence, (to the extent the concept is applicable in such jurisdictioni) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the U.S. Borrower or a Wholly Owned Subsidiary of the U.S. Borrower in such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties, and (iii) except (other than with respect to Holdings (prior to a Qualified IPO) and the Borrowers) where the failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , do or cause to be done all things necessary to (i) obtain, preserve, renew, extend and operate such keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business in substantially (other than the manner in which it abandonment of intellectual property that is presently conducted and operated; no longer material to its business), (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all material property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or, except in the case of any Subsidiary (other than the Borrower), where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain and preserve all property Property material to the conduct of such the business of any Loan Party and keep such property Property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business of any Loan Party carried on in connection therewith may be properly conducted at all times; provided, except that nothing in this Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or involving any Company in accordance with Section 6.05; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, tradenames, copyrights or patents that such Person reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary other than the Borrower, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05; maintain and operate provided that Parent or the Borrower may liquidate or dissolve one or more Subsidiaries (other than the Borrower) if the assets of such business Subsidiaries to the extent they exceed estimated liabilities are acquired by Parent or a Subsidiary of Parent (in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders case of any Governmental AuthoritySubsidiary that is not (i) the Borrower or (ii) a Subsidiary of the Borrower), whether now the Borrower or a Subsidiary of the Borrower in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property Rights, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do With respect to the Borrower and its Restricted Subsidiaries, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.052.08 of Annex A, and except where failure for the liquidation or dissolution of Restricted Subsidiaries if the assets of such Restricted Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Restricted Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where unless the failure to do so could so, in each case, would not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; , (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all material property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its material obligations under all Leases and Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Loan Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrowers, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrowers may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrowers or a Wholly-Owned Subsidiary of the Borrowers in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, licenses and rights with respect thereto necessary to the normal conduct of its business, (ii) at all times maintain and preserve all tangible property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all timestimes (in each case except as expressly permitted by this Agreement) and (iii) prosecute, except where maintain, renew, enforce, keep in full force and effect, and preserve the failure to do so could not reasonably be expected to have a Material Adverse Effectvalidity of all Intellectual Property owned by Dutch Borrower and its Subsidiaries.

Existence; Businesses and Properties. (a) Do The Borrower shall, and shall cause each Significant Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect6.03. (b) Qualify The Borrower shall, and remain qualified as a foreign entity in shall cause each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its propertiesSignificant Subsidiary to, except where failure to (i) do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to utilized in the conduct of its business, except where the failure so to do so could obtain, preserve, renew, extend or maintain any of the foregoing would not reasonably be expected to have result in a Material Adverse Effect; (ii) maintain and operate such its business in substantially the manner in which it is presently conducted and operated, except as otherwise expressly permitted under this Agreement; (iii) comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the enacted if failure do so could not reasonably be expected to have comply with such requirements would result in a Material Adverse Effect; and (iv) at all times maintain and preserve all property material to the conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except where however, that the failure Borrower or any Significant Subsidiary may cause the discontinuance of the operation or a reduction in the capacity of any of its facilities, or any element or unit thereof, including real and personal properties, facilities, machinery and equipment, (A) if, in the judgment of the Borrower or such Significant Subsidiary, it is no longer advisable to do so could operate the same, or to operate the same at its former capacity, and such discontinuance or reduction would not reasonably be expected to have result in a Material Adverse Effect, or (B) if the Borrower or a Significant Subsidiary intends to sell and dispose of its interest in the same in accordance with the terms of this Agreement and within a reasonable time shall endeavor to effectuate the same.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, ; (ii) comply with all material agreements except where the failure to do so comply could not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (iii) comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except except, where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and (iv) at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business and subject to casualty and condemnation events) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such corporations to do so could not, individually the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary in the aggregate, reasonably such liquidation or dissolution; PROVIDED that Subsidiaries which are Guarantors may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Guarantors and domestic Subsidiaries may not be liquidated into foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees regulations (including any Environmental Law) and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries of the Borrower if the assets of such entities to do so could notthe extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution, individually or in provided that Subsidiaries of the aggregate, reasonably Borrower that are Guarantors may not be expected to have a Material Adverse Effectliquidated into Subsidiaries of the Borrower that are not Guarantors and domestic Subsidiaries of the Borrower may not be liquidated into Foreign Subsidiaries of the Borrower. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where to the failure to do so could not extent that Holdings or the Borrower reasonably be expected to have a Material Adverse Effect; maintain determines that any such rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and operate such business trade names are no longer used or useful in substantially the manner in which it is presently conducted and operatedits businesses; comply in all material respects with all applicable laws, rules, regulationsregulations (including any zoning, decrees building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could failure, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where for inactive Restricted Subsidiaries that do not engage in any business and except for Restricted Subsidiaries whose failure to do so could not, individually or in the aggregate, maintain legal existence would not reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to used in the conduct of its business, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Effect; comply with all applicable laws, rules, regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except to the extent any failure to do so would not reasonably be expected to have a Material Adverse Effect. (c) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; , (i) maintain and operate such its business in substantially primarily the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (ii) at all times maintain and preserve all property material to used in the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect5.04. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except in each case where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Loan Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 4.03(b) shall prevent (i) sales of property, except consolidations or mergers in accordance with Section 5.04; (ii) the withdrawal of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure aggregate, could not reasonably be expected to do so result in a Material Adverse Effect; (iii) the abandonment of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable; or (iv) any other act or omission that could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually 6.05 or in the aggregate, reasonably be expected to have a Material Adverse EffectSection 6.06. (b) Qualify and remain qualified as a foreign entity in In each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its propertiescase, except where the failure to do so any of the following could not, individually or in the aggregate, not reasonably be expected to have result in a Material Adverse Effect. (c) Do , do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operatedoperated on the Closing Date; comply in all material respects with all applicable lawsLegal Requirements (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders Orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effectin each case; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear and obsolescence occurring in the ordinary course of business or any Casualty Event) and from time to time make, or cause to be made, all needful necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except that nothing in this Section 5.03(b) shall prevent (i) dispositions of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06, (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where the failure to do so such withdrawal could not reasonably be expected to have result in a Material Adverse Effect, or (iii) the abandonment by any Company of any Intellectual Property that such Company reasonably determines is not useful to its businesses or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material necessary to the conduct of its businessbusiness as it is then conducted, except where the failure to do so or cause to be done could not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such all material tangible property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect6.02. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to utilized in the conduct of its business, the Borrower's business except where the failure so to do so could obtain, preserve, renew, extend or maintain any of the foregoing would not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated, except as otherwise expressly permitted under this Agreement; comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the enacted if failure do so could not reasonably be expected to have comply with such requirements would result in a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except where however, that the failure Borrower may cause the discontinuance of the operation or a reduction in the capacity of any of its facilities, or any element or unit thereof including, without limitation, real and personal properties, facilities, machinery and equipment, (i) if, in the judgment of the Borrower, it is no longer advisable to do so could operate the same, or to operate the same at its former capacity, and such discontinuance or reduction would not reasonably be expected to have result in a Material Adverse Effect, or (ii) if the Borrower intends to sell and dispose of its interest in the same in accordance with the terms of this Agreement and within a reasonable time shall endeavor to effectuate the same.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 7.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; maintain provided that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary in the normal conduct of its business and (ii) at all times maintain and preserve all property material to necessary in the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effectbusiness at such time; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in with all material respects with contractual obligations and all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except in each of the foregoing cases where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable. (c) Do or cause to be done all things necessary for each Company which owns or operates, or will own or operate, one or more Vessels to, at all times while owning or operating such Vessels, be qualified to own and operate such Vessels under the laws of the jurisdiction of such Vessel’s registry and, in particular, each Company which owns a Vessel or Vessels to be qualified to operate in the US coastwise waters shall at all times be a US Citizen. Without limiting the generality of the foregoing, each Loan Party shall maintain the registration and flag of its Vessels except for modifications which satisfy the conditions set forth in the definition of “Flag Jurisdiction Transfer”.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05SECTION 6.05 or SECTION 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents except, in the case of all such documents other than the Loan Documents, where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; PROVIDED that nothing in this SECTION 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with SECTION 6.05 or SECTION 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases, Transaction Documents, Second Amendment Transaction Documents and Third Amendment Transaction Documents except, in the case of all such documents other than the Loan Documents, where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that the Borrower and Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property Rights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all tangible property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear, casualty and condemnation excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under clause (b) below or Section 6.05; provided that, subject to Sections 5.06 and 5.09, the Borrower and any Subsidiary may convert the form of legal entity and change the jurisdiction of incorporation or formation to any other jurisdiction within the United States except where failure to do so could not, individually or in that the aggregate, reasonably be expected to have Borrower shall not effect any conversion which would prevent the Borrower from retaining the tax benefits associated with being a Material Adverse Effectdisregarded entity for U.S. federal income tax purposes. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operatedoperated (provided that nothing herein shall prevent the Board of Directors of the Borrower or any Subsidiary from expanding or reducing a line of business that it deems in its business judgment to be in the best interest of the Borrower or such Subsidiary); comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except where however, that the failure to do so foregoing shall not prevent the Borrower from dissolving a Subsidiary or discontinuing the operation or maintenance of any of its or any Subsidiary’s property if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its business and could not reasonably be expected to have result in a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where the failure to do so could notso, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries except as permitted under Section 6.04. (b) Except where the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, ; (ii) comply with all material agreements except where the failure to do so comply could not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (iii) comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect on the Closing Date or hereafter thereafter enacted, except except, where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and (iv) at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business and subject to casualty and condemnation events) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do Holdings and each Subsidiary will do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.0510.2.5. (b) Holdings and each Subsidiary will do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect all rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names used in the conduct of its business, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; will use its commercially reasonable efforts to maintain and operate its business in substantially the manner in which it is conducted and operated on the Closing Date and will use the standard of care typical for the industry in the maintenance and operation of its facilities; will comply in all respects with all applicable laws, rules and regulations (including all Environmental Laws) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times will use its commercially reasonable efforts to maintain and preserve all property material to used in the conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (c) Holdings and each Subsidiary will comply in all material respects with the terms and provisions of all material leases and licenses relating to the Xxxxx Springs Refinery and all material agreements relating to the Xxxxx Springs Refinery.

Existence; Businesses and Properties. (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence existence, rights and franchises necessary or desirable in the normal conduct of its business, except (i) other than with respect to the Borrower’s legal existence, to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or (ii) pursuant to a transaction permitted by Section 6.05 or Section 6.06. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things reasonably necessary to obtain, maintain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, approvals, authorizations, patents, copyrights, trademarks and trade names material Intellectual Property used or necessary to the conduct of its business, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; maintain do or cause to be done all things reasonably necessary to preserve its business and operate such the goodwill and business of the customers, advertisers, suppliers and others having business relations with each Loan Party or any of its Restricted Subsidiaries, except where the failure to do so could not reasonably be expected to result in substantially the manner in which it is presently conducted and operateda Material Adverse Effect; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), contractual obligations, and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all of its property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto reasonably necessary in order that the business carried on in connection therewith may be properly conducted at all times, except in each case where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of the Borrower or Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect liquidation or hereafter enacteddissolution, except that Borrower and Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction Borrower, where the failure to do so would not reasonably be expected to have a material adverse effect on the business, property, operations or condition of the Borrower and its formationSubsidiaries, taken as a whole, or the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder, and except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiary Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and operate such business keep in substantially full force and effect the manner in which it is presently conducted permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and operated; comply in all material respects rights with all applicable lawsrespect thereto necessary to the normal conduct of its business, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except however, that nothing in this Section 5.03(b) shall prevent (i) sales of assets, consolidations or mergers by or involving any Company in accordance with Section 6.04; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any property, rights, franchises, licenses, trademarks, tradenames, copyrights or patents that such person reasonably determines are not useful to its business.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under clause (b) below or Section 6.05; provided that, except where failure subject to do so could notSections 5.06 and 5.09, individually the Borrower and any Subsidiary may convert the form of legal entity and change the jurisdiction of incorporation or in formation to any other jurisdiction within the aggregate, reasonably be expected to have a Material Adverse EffectUnited States. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operatedoperated (provided that nothing herein shall prevent the board of directors of the Borrower or any Subsidiary from expanding or reducing a line of business that it deems in its business judgment to be in the best interest of the Borrower or such Subsidiary); comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except where however, that the failure to do so foregoing shall not prevent the Borrower from dissolving a Subsidiary or discontinuing the operation or maintenance of any of its or any Subsidiary’s property if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its business and could not reasonably be expected to have result in a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, business except where the such failure to do so could not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers or amalgamations by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure Use commercially reasonable efforts to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, Mining Permits, Environmental Permits and other permits, privileges, franchises, authorizations, patents, bonds or other financial assurances, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesmining, regulationsbuilding, Mining Laws, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationCompany, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by the Company or a Wholly Owned Subsidiary of the Company in such liquidation or dissolution; maintain provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that the Borrower and Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.06, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiary Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) in the Company’s reasonable business judgment obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any applicable zoning, building, ordinance, code or approval or any building permits) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where for inactive Restricted Subsidiaries that do not engage in any business and except for Restricted Subsidiaries whose failure to do so could not, individually or in the aggregate, maintain legal existence would not reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to used in the conduct of its business, except where to the extent any failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where to the extent any failure to do so could would not reasonably be expected to have a Material Adverse Effect. (i) maintain and operate its business in primarily the manner in which it is presently conducted and operated; and (ii) at all times maintain and preserve all property material to used in the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where provided that the failure to do so could foregoing clauses (i) and (ii) shall not prohibit the Borrower or any Restricted Subsidiary from discontinuing or changing the operation and maintenance of any Restricted Subsidiary, property or business if such discontinuance or change would not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the Domestic Borrower or a Wholly Owned Subsidiary of the Domestic Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except as expressly permitted by this Agreement); in each case in this paragraph (b) except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence existence, rights and franchises necessary or desirable in the normal conduct of its business, except (i) other than with respect to a Borrower’s existence, to 103 the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or (ii) pursuant to a transaction permitted by Section 6.05 or Section 6.06. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, maintain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, approvals, authorizations, patents, copyrights, trademarks trademarks, service marks and trade names material used, useful, or necessary to the conduct of its business, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; maintain do or cause to be done all things necessary to preserve its business and operate such the goodwill and business of the customers, advertisers, suppliers and others having business relations with each Loan Party or any of its Subsidiaries, except where the failure to do so could not reasonably be expected to result in substantially the manner in which it is presently conducted and operateda Material Adverse Effect; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), contractual obligations, and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all of its property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except in each case where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any zoning, rulesbuilding and Environmental Law, regulationsordinance, code or approval or any building permits or any restrictions of record or agreements affecting Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do The Borrower shall, and shall cause each Significant Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect6.03. (b) Qualify The Borrower shall, and remain qualified as a foreign entity in shall cause each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its propertiesSignificant Subsidiary to, except where failure to (i) do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to utilized in the conduct of its business, except where the failure so to do so could obtain, preserve, renew, extend or maintain any of the foregoing would not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated, except as otherwise expressly permitted under this Agreement; (ii) comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the enacted if failure do so could not reasonably be expected to have comply with such requirements would result in a Material Adverse Effect; and (iii) at all times maintain and preserve all property material to the conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided, except where however, that the failure Borrower or any Significant Subsidiary may cause the discontinuance of the operation or a reduction in the capacity of any of its facilities, or any element or unit thereof including, without limitation, real and personal properties, facilities, machinery and equipment, (i) if, in the judgment of the Borrower or such Significant Subsidiary, it is no longer advisable to do so could operate the same, or to operate the same at its former capacity, and such discontinuance or reduction would not reasonably be expected to have result in a Material Adverse Effect, or (ii) if the Borrower or a Significant Subsidiary intends to sell and dispose of its interest in the same in accordance with the terms of this Agreement and within a reasonable time shall endeavor to effectuate the same.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or 6.16(d), and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary of the Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Material Real Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; enacted and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all timestimes (in each case except as expressly permitted by this Agreement), in each case in this paragraph (b) except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary of a Borrower, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that any Borrower may liquidate or dissolve one or more Borrowers (other than the Company) or Subsidiaries if the assets of such business Borrower or Subsidiaries (to the extent they exceed estimated liabilities) are acquired by a Borrower or a Wholly-Owned Subsidiary of a Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Borrowers and Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do The Borrower will, and will cause each of the Subsidiaries to, and the Parent will, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect6.05(a). (b) Qualify The Borrower will, and remain qualified as a foreign entity in will cause each jurisdiction in which qualification is necessary in view of its business the Subsidiaries to, and operations or the ownership of its propertiesParent will, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, leases, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties and excluding Environmental Laws, which are subject to the provisions of Section 5.11) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and tear) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, business except where the failure to do so or cause to be done such things could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases, except where the failure to comply could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign or extra-provincial corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses or Intellectual Property that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of a Subsidiary of the jurisdiction of its formationBorrower, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all tangible property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear, casualty and condemnation or as otherwise permitted excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary other than the Borrower, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly permitted under Section 6.05; maintain and operate provided that Parent or the Borrower may liquidate or dissolve one or more Subsidiaries (other than the Borrower) if the assets of such business Subsidiaries to the extent they exceed estimated liabilities are acquired by Parent or a Subsidiary of Parent (in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders case of any Governmental AuthoritySubsidiary that is not (i) the Borrower or (ii) a Subsidiary of the Borrower), whether now the Borrower or a Subsidiary of the Borrower in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property Rights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks authorizations and trade names Intellectual Property material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in with all material respects with contractual obligations and all applicable lawsRequirements of Law (including taxation, rulesERISA, regulationsany and all zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except with respect to any of the foregoing where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.; provided that nothing in this

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where for inactive Restricted Subsidiaries that do not engage in any business and except for Restricted Subsidiaries whose failure to do so could not, individually or in the aggregate, maintain legal existence would not reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to used in the conduct of its business, except where to the extent any failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees regulations and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where to the extent any failure to do so could would not reasonably be expected to have a Material Adverse Effect; (c) (i) maintain and operate its business in primarily the manner in which it is presently conducted and operated; and (ii) at all times maintain and preserve all property material to used in the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that the foregoing clauses (i) and (ii) shall not prohibit the Borrower or any Restricted Subsidiary from discontinuing or changing the operation and maintenance of any Restricted Subsidiary, except where the failure to do so could property or business if such discontinuance or change would not reasonably be expected to have a Material Adverse Effect.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, in the extent case of a Subsidiary that is not a Borrower, where the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could notso, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of any Subsidiary that is not a Borrower if the assets of such Subsidiary to the extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in such liquidation or dissolution; maintain provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and operate such business U.S. Borrower Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Except where the failure to do so, individually or in substantially the manner aggregate, would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in which it is presently conducted full force and operated; effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, (ii) comply in all material respects with all applicable laws, rules, regulationsregulations (including any zoning, building ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done Each of the Consolidated Parties will do all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect6.05(a). (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view Each of its business and operations or the ownership of its properties, except where failure to Consolidated Parties will do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, leases, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trademarks, trade names and all other intellectual property material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsApplicable Laws (including, rulesbut not limited to, regulationsmedical licensure, certification and Fraud and Abuse Laws) and all judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and at all times maintain and preserve in all material respects all property material to the conduct of such business and keep such property in materially good repair, working order and condition (subject to ordinary wear and tear) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted in all material respects at all times. (c) Each of the Consolidated Parties shall use commercially reasonable efforts to assure the material compliance by all Providers with all Applicable Laws, except where including, but not limited to, medical licensure, certification and Fraud and Abuse Laws relating to their providing of professional services. Each of the failure to do so could not reasonably be expected to have a Material Adverse EffectConsolidated Parties will preserve, renew and keep in full force and effect all material contracts, leases, governmental licenses, authorizations, consents and approvals, rights, privileges and franchises necessary in the normal course of business, including without limitation maintaining in full force and effect Medicare certification for all Permitted Assets.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (bi) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , (ii) as otherwise expressly permitted under Section 6.05, and operate (iii) the liquidation or dissolution of Restricted Subsidiaries if the assets of such business in substantially Restricted Subsidiaries (to the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders extent they exceed estimated liabilities) are acquired by the Company or a Restricted Subsidiary of any Governmental Authority, whether now in effect or hereafter enacted, except the Company. (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto reasonably necessary in the Company’s reasonable business judgment to the normal conduct of the business of the Company and its Restricted Subsidiaries, and (ii) at all times maintain and preserve all property material reasonably necessary to the normal conduct of such the business of the Borrower and its Restricted Subsidiaries and keep such property in good satisfactory repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on accordance with prudent industry practice (in connection therewith may be properly conducted at all times, each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so or cause to be done, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated, except as could not reasonably be expected to have a Material Adverse Effect; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents, except where such failure to pay or perform, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except acquisitions, consolidations or mergers by or involving any Company in accordance with Section 6.05, Section 6.06 or Section 6.07; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do The Company will, and cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.6 or Section 6.13 or, except in the case of any Restricted Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify The Company will, and remain qualified as a foreign entity in cause each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its propertiesRestricted Subsidiaries to, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could to comply, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases (except where the failure to comply, individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect) and Credit Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.3(b) shall prevent (i) sales of property, except consolidations or mergers by or involving the Company in accordance with Section 6.6 or Section 6.13; (ii) the withdrawal by the Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so could aggregate, would not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by the Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually 6.05 or in the aggregate, reasonably be expected to have a Material Adverse EffectSection 6.06. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material necessary to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas otherwise expressly permitted under Section 6.05 or Section 6.06; maintain and operate such business in substantially the manner in which it is presently conducted and operatedoperated on the Closing Date; comply in all material respects with all applicable lawsLegal Requirements (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders Orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply with such Legal Requirements could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents (other than the Loan Documents) except where the failure to perform such obligations could not reasonably be expected to result in a Material Adverse Effect; pay and perform its obligations under all Loan Documents; and at all times maintain maintain, preserve and preserve protect all property material necessary to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business and loss from casualty or condemnation) and from time to time make, or cause to be made, all needful necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) dispositions of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where the failure to do so such withdrawal could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any Intellectual Property that such Company reasonably determines is not useful to its businesses or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence existence, rights and franchises necessary or desirable in the normal conduct of its business, except (i) other than with respect to a Borrower’s or Borrowing Base Guarantor’s existence, to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, except where failure to do so could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect or (ii) pursuant to a transaction permitted by Section 6.05 or Section 6.06. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, maintain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, approvals, authorizations, patents, copyrights, trademarks trademarks, service marks and trade names material used, useful, or necessary to the conduct of its business, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; maintain do or cause to be done all things necessary to preserve its business and operate such the goodwill and business of the customers, advertisers, suppliers and others having business relations with each Loan Party or any of its Subsidiaries, except where the failure to do so could not reasonably be expected to result in substantially the manner in which it is presently conducted and operateda Material Adverse Effect; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property), contractual obligations, and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; and at all times maintain maintain, preserve and preserve protect all of its property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except in each case where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect.. 156

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05, and except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by a Borrower or a Wholly Owned Subsidiary of a Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and material judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that the Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by the Borrower or a Wholly-Owned Subsidiary of the Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.03, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by Holdings or a Wholly Owned Subsidiary of Holdings in such liquidation or dissolution; provided that, except as otherwise permitted under Section 6.03, Subsidiary Loan Parties may not be liquidated into Non-Subsidiary Loan Parties unless the liquidation is treated as an Investment and permitted by Section 6.05 or such liquidation is set forth on Schedule 6.03. (b) Except where the failure to do so could not, individually or in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things reasonably necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, industrial designs, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all applicable laws, rules, regulationsregulations and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and existence, (to the extent the concept is applicable in such jurisdictioni) good standing under the legal requirements of the jurisdiction of its formation, except as otherwise expressly permitted under Section 6.05, and (ii) except where failure for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to do so could not, individually the extent they exceed estimated liabilities are acquired by the U.S. Borrower or a Wholly Owned Subsidiary of the U.S. Borrower in the aggregate, reasonably such liquidation or dissolution; provided that Subsidiaries that are Loan Parties may not be expected to have a Material Adverse Effectliquidated into Subsidiaries that are not Loan Parties. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where unless the failure to do so could would not reasonably be expected to have result, in each case, in a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; Effect (ii) comply in all material respects with all material applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all material property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas expressly permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so to comply, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; pay and perform its obligations under all Leases and Transaction Documents; and at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business or no longer commercially desirable.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify Pay and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of perform its business and operations or the ownership of its propertiesmaterial obligations under all Transaction Documents and, except where to the extent that the failure to do so could notso, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. , (ci) Do do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, leases, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; (ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated; (iii) comply in all material respects with all applicable lawsRequirements of Law (including any and all zoning, rulesbuilding, regulationsEnvironmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Real Property) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iv) at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment by any Company of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such person reasonably determines are not useful to its business, economically worthwhile to maintain, or no longer commercially desirable.

Existence; Businesses and Properties. (a) a. Do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06 or, except in the case of any Restricted Subsidiary, where the failure to do so could notperform such obligations, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) b. Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, ; pay and perform its obligations under all Leases (except where the failure to do so pay or perform, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect); maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so as could not reasonably be expected to have result in a Material Adverse Effect; and , at all times maintain maintain, preserve and preserve protect all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto reasonably necessary in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.03(b) shall prevent (i) sales of property, except consolidations or mergers by or involving any Company in accordance with Section 6.05 or Section 6.06; (ii) the withdrawal or failure by any Company of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the failure to do so aggregate, could not reasonably be expected to have result in a Material Adverse Effect; or (iii) the abandonment or any other failure to obtain, preserve, renew, extend or keep in full force and effect by any Company of any rights, licenses, permits, privileges, franchises, authorizations, patents, copyrights, trademarks or trade names that such person reasonably determines are not useful to its business, no longer commercially desirable or within the ordinary course of business.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.03, and except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by Holdings or a Wholly Owned Subsidiary of Holdings in such liquidation or dissolution; provided that, except as otherwise permitted under Section 6.03, Subsidiary Loan Parties may not be liquidated into Non-Subsidiary Loan Parties unless the liquidation is treated as an Investment and permitted by Section 6.05 or such liquidation is set forth on Schedule 6.03. (b) Except where the failure to do so could not, individually or in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things reasonably necessary to (i) obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, industrial designs, trademarks, service marks, trade names, copyrights, trademarks licenses and trade names material rights with respect thereto necessary to the normal conduct of its business, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated; (ii) comply in all material respects with all applicable laws, rules, regulationsregulations (including any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and judgments, writs, injunctions, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all timestimes (in each case except as expressly permitted by this Agreement) and (iv) subject to Liens permitted by Section 6.02, except where keep in effect all rights and appurtenances to or that constitute a part of the failure Mortgaged Property and protect, preserve and defend all its right, title and interest in the Mortgaged Property and title thereto. (c) Notify the Administrative Agent promptly upon obtaining knowledge of the pendency of any proceedings for the eviction of the any of the Loan Parties and their Subsidiaries from the Mortgaged Property owned or leased by it or any part thereof by paramount title. The Administrative Agent may participate in such proceedings and Holdings will deliver or cause to do so could not reasonably be expected delivered to have the Administrative Agent all instruments requested by the Administrative Agent to permit such participation. In any such proceedings, the Administrative Agent may be represented by counsel satisfactory to it at the reasonable expense of Holdings. If, upon the resolution of such proceedings, the Loan Party owning or leasing such Mortgaged Property shall suffer a Material Adverse Effectloss of the Mortgaged Property or any part thereof or interest therein and title insurance proceeds shall be payable in connection therewith, such proceeds are hereby assigned to and shall be treated as Net Cash Proceeds from a condemnation event and the Net Cash Proceeds thereof shall be applied in accordance with the provisions herein.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to existence, except, other than in the extent the concept is applicable in such jurisdiction) good standing under the legal requirements case of the jurisdiction of its formationLead Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect and except as otherwise expressly permitted under Section 6.05; provided, that it is understood and agreed that the Lead Borrower may liquidate or dissolve one or more Subsidiaries (including Subsidiaries that the Lead Borrower determines in good faith are underperforming) if the assets of such Subsidiaries are acquired by the Lead Borrower or a Wholly Owned Subsidiary of the Lead Borrower in such liquidation or dissolution, except where failure to do so could notthat assets of Borrowers may not be acquired by Subsidiaries that are not Borrowers, individually and assets of Domestic Subsidiaries may not be acquired by Foreign Subsidiaries, in such liquidation or in the aggregate, reasonably be expected to have a Material Adverse Effectdissolution. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; maintain , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and operate such keep in full force and effect all permits, franchises, leases, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto, in each case, beneficially used or useful in the conduct of the business in substantially of Holdings, the manner in which it is presently conducted Lead Borrower or any Subsidiary (other than an Immaterial Subsidiary), and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure do so could not reasonably be expected to have a Material Adverse Effect; and (ii) at all times maintain and preserve all property material to beneficially used or useful in the conduct of such the business of Holdings, the Lead Borrower or any Subsidiary (other than an Immaterial Subsidiary) and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the as expressly permitted by this Agreement); it being understood and agreed that a failure to do so could comply with clause (i) of this Section 5.01(b) because the Lead Borrower or the relevant Subsidiary is not reasonably be expected able to have procure any required consent, approval or other cooperation from any unaffiliated counterparty to any franchise, lease or license shall not result in a Material Adverse Effectbreach of this Section 5.01(b) if the Lead Borrower or the relevant Subsidiary used commercially reasonable efforts to obtain such consent, approval or other cooperation (unless such consent, approval or other cooperation was not obtained as a result of an action or omission by Holdings, the Lead Borrower or any Subsidiary that violates the terms or conditions of such franchise, lease or license). (c) Procure that, for the purposes of the Regulation, each U.K. Borrower’s (other than CGHL) centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of organization.

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.05except, except where failure to do so could not, individually or in the aggregatecase of a Subsidiary of a Borrower, reasonably be expected to have a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business, except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05; maintain and operate provided that any Borrower may liquidate or dissolve one or more Subsidiaries if the assets of such business Subsidiaries (to the extent they exceed estimated liabilities) are acquired by a Borrower or a Wholly-Owned Subsidiary of a Borrower in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect such liquidation or hereafter enacteddissolution, except that the Borrowers and Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as otherwise permitted under Section 6.05). (b) Except where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; , do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain and preserve all tangible property material necessary to the normal conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and tear, casualty and condemnation excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith therewith, if any, may be properly conducted at all times, times (in each case except where the failure to do so could not reasonably be expected to have a Material Adverse Effectas permitted by this Agreement).

Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (to the extent the concept is applicable in such jurisdiction) good standing under the legal requirements of the jurisdiction of its formationexistence, except as otherwise expressly permitted under Section 6.056.05 and except, except with respect to any Subsidiary, where the failure to do so could notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. (b) Qualify and remain qualified as a foreign entity in each jurisdiction in which qualification is necessary in view of its business and operations or the ownership of its properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (c) Do or cause to be done all things necessary to obtain, preserve, renew, extend, maintain extend and keep in full force and effect the rights, privileges, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of the business of the Company and its business, except where the failure to do so could not reasonably be expected to have Subsidiaries taken as a Material Adverse Effectwhole; maintain and operate such business in substantially the manner in which it is presently conducted and operated; comply in all material respects with all applicable laws, rules, regulationsregulations (including (i) all Environmental Laws and (ii) any zoning, building, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except where the failure to do so could not reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect.