Common use of Existence; Compliance with Laws; Businesses and Properties Clause in Contracts

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material to the conduct of its business (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, 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 (ordinary wear and tear and casualty or condemnation exempt) and from time to time make, or cause to be made, all repairs, renewals, additions, improvements and replacements thereto that are required or necessary to the conduct of their business, except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (including, without limitation ERISA, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted.

Existence; Compliance with Laws; 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, except (i) as otherwise expressly permitted under Section 6.056.05 or (ii) in the case of a Restricted Subsidiary, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, authorizations and registrations of and applications for patents, copyrights, copyrights and trademarks and trade names material to the conduct of its business; provided, however, that neither the Borrowers nor the Restricted Subsidiaries shall be required to obtain, preserve or extend any such rights, licenses, permits, franchises, authorizations and registrations of and applications for patents, copyrights and trademarks if the obtainment, preservation or extension thereof is no longer desirable in the conduct of the business (includingof the Borrowers and the Restricted Subsidiaries or the failure to obtain, for the avoidance of doubtpreserve, the Healthcare Authorizations)renew, except as could extend or keep in full force and effect thereof would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); comply in all material respects with all material applicable lawslaws (including, without limitation, the USA PATRIOT Act, FCPA and OFAC), rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and at all times take reasonable steps to maintain and preserve all tangible property material to the conduct of such business and keep such tangible property in good repair, working order and condition (condition, ordinary wear and tear tear, obsolescence and casualty or condemnation exempt) and from time to time make, or cause to be made, all repairs, renewals, additions, improvements and replacements thereto that are required or necessary to the conduct of their businessexcepted, except as could would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; provided, that, with respect to the Mortgaged Vessels, the Borrowers will, or will cause the Mortgaged Vessel Owning Subsidiaries to, maintain and keep such Mortgaged Vessels in such condition, repair and working order as is required by the Security Documents. (c) Comply with Do or cause to be done all Contractual Obligations and Requirements things necessary to maintain each of Law (includingthe U.S. Subsidiary Guarantors and, without limitation ERISA, Sanctionsfollowing consummation of the Restructuring, the USA PATRIOT ActU.S. Borrower, as a citizen of the FCPAUnited States, all applicable anti-briberywithin the meaning of 46 U.S.C. §50501, anti-terrorism, anti-money laundering laws eligible to own and all applicable Environmental Laws), except, other than operate vessels in the case coastwise trade of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedUnited States.

Existence; Compliance with Laws; 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, except (i) as otherwise expressly permitted under Section 6.056.05 or (ii) in the case of a Restricted Subsidiary, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, authorizations and registrations of and applications for patents, copyrights, copyrights and trademarks and trade names material to the conduct of its business; provided, however, that neither the Borrowers nor the Restricted Subsidiaries shall be required to obtain, preserve or extend any such rights, licenses, permits, franchises, authorizations and registrations of and applications for patents, copyrights and trademarks if the obtainment, preservation or extension thereof is no longer desirable in the conduct of the business (includingof the Borrowers and the Restricted Subsidiaries or the failure to obtain, for the avoidance of doubtpreserve, the Healthcare Authorizations)renew, except as could extend or keep in full force and effect thereof would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); comply in all material respects with all material applicable lawslaws (including, without limitation, the USA PATRIOT Act, FCPA and OFAC), rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and at all times take reasonable steps to maintain and preserve all tangible property material to the conduct of such business and keep such tangible property in good repair, working order and condition (condition, ordinary wear and tear tear, obsolescence and casualty or condemnation exempt) and from time to time make, or cause to be made, all repairs, renewals, additions, improvements and replacements thereto that are required or necessary to the conduct of their businessexcepted, except as could would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; provided that, with respect to the Mortgaged Vessels, the Borrowers will, or will cause the Mortgaged Vessel Owning Subsidiaries to, maintain and keep such Mortgaged Vessels in such condition, repair and working order as is required by the Security Documents. (c) Comply with Do or cause to be done all Contractual Obligations things necessary to maintain each of the U.S. Subsidiary Guarantors and Requirements the U.S. Borrower, as a citizen of Law (includingthe United States, without limitation ERISAwithin the meaning of 46 U.S.C. §50501, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws eligible to own and all applicable Environmental Laws), except, other than operate marine vessels in the case coastwise trade of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedUnited States.

Existence; Compliance with Laws; 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 existenceexistence under the laws of its jurisdiction of organization, except (i) to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect or (ii) as otherwise expressly permitted under Section 6.04 or Section 6.05. (b) Do Other than as could not reasonably be expected to have a Material Adverse Effect, (i) do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the material rights, licenseslicenses (including FCC Licenses), permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material necessary or desirable to the conduct of its business business, (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); ii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental AuthorityAuthority (including Environmental Laws and ERISA), whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; enacted and at all times (iii) maintain and preserve all property material necessary or desirable to the conduct of such business and keep such property in good repair, working order and condition (ordinary wear and tear and casualty or condemnation exempt) and from time to time make, or cause to be made, all needed repairs, renewals, additions, improvements and replacements thereto that are required necessary or necessary desirable to the conduct of their its business. (c) Operate all of the Stations in material compliance with the Communications Act and the FCC’s rules, regulations and published policies promulgated thereunder and with the terms of the FCC Licenses, (ii) timely file all required reports and notices with the FCC and pay all amounts due in timely fashion on account of fees and charges to the FCC and (iii) timely file and prosecute all applications for renewal or for extension of time with respect to all of the FCC Licenses, except as in the case of each of the foregoing clauses, where a failure to do so could not reasonably be expected to result in, individually or in the aggregate, have a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (including, without limitation ERISA, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted.

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under by Section 6.05. (bi) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material to the conduct of its business business; (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated operated; (other than as permitted by Section 6.08); iii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, 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 (ordinary wear and tear and casualty or condemnation exempt) 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 are required or necessary the business carried on in connection therewith may be properly conducted at all times, in each case under this clause (iv), except to the conduct extent that failure to do any of their business, except as could not reasonably be expected to result inthe foregoing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (including, without limitation including ERISA, Sanctions, the USA PATRIOT Act, OFAC, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, except to the extent that failure to comply therewith (other than in the case of the USA PATRIOT Act, OFAC or the FCPA or SanctionsFCPA) would not, (x) to in the extent that failure to comply therewith could not aggregate, reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedEffect.

Existence; Compliance with Laws; 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, except (i) as otherwise expressly permitted under Section 6.056.05 or (ii) in the case of a Restricted Subsidiary, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, authorizations and registrations of and applications for patents, copyrights, copyrights and trademarks and trade names material to the conduct of its business; provided, however, that neither the Borrower nor the Restricted Subsidiaries shall be required to obtain, preserve or extend any such rights, licenses, permits, franchises, authorizations and registrations of and applications for patents, copyrights and trademarks if the obtainment, preservation or extension thereof is no longer desirable in the conduct of the business (includingof the Borrower and the Restricted Subsidiaries or the failure to obtain, for the avoidance of doubtpreserve, the Healthcare Authorizations)renew, except as could extend or keep in full force and effect thereof would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); comply in all material respects with all material applicable lawslaws (including, without limitation, the USA PATRIOT Act, FCPA and OFAC), rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and at all times take reasonable steps to maintain and preserve all tangible property material to the conduct of such business and keep such tangible property in good repair, working order and condition (condition, ordinary wear and tear tear, obsolescence and casualty or condemnation exempt) and from time to time make, or cause to be made, all repairs, renewals, additions, improvements and replacements thereto that are required or necessary to the conduct of their businessexcepted, except as could would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; provided that, with respect to the Mortgaged Vessels, the Borrower will, or will cause the Mortgaged Vessel Owning Subsidiaries to, maintain and keep such Mortgaged Vessels in such condition, repair and working order as is required by the Security Documents. (c) Comply with Do or cause to be done all Contractual Obligations things necessary to maintain each of the U.S. Subsidiary Guarantors and Requirements the Borrower, as a citizen of Law (includingthe United States, without limitation ERISAwithin the meaning of 46 U.S.C. §50501, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws eligible to own and all applicable Environmental Laws), except, other than operate marine vessels in the case coastwise trade of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedUnited States.

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under Section 6.05; provided that (x) any Subsidiary that (A) does not conduct any business operations, (B) has assets with a book value not in excess of $100,000 and (C) does not have any Indebtedness outstanding, may liquidate, wind up or dissolve, and (y) any Domestic Subsidiary may change its legal form of organization or convert to a "C corporation"; provided that it is in compliance with the Guarantee and Collateral Agreement. (bi) Do or cause to be done all reasonable things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material to the conduct of its business business; (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated operated; (other than as permitted by Section 6.08); iii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, 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 (ordinary wear and tear and casualty or condemnation exemptexcepted) and from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that are required or necessary the business carried on in connection therewith may be properly conducted at all times, except, in the case of clauses (i) and (iv) above, to the conduct of their businessextent otherwise permitted under Section 5.01(a) and except, except as in each case, to the extent that failure to do so could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (including, without limitation ERISA, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted.

Existence; Compliance with Laws; 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, except (i) as otherwise expressly permitted under Section 6.056.05 or (ii) in the case of a Restricted Subsidiary, where the failure to do so would not reasonably be expected to have a Material Adverse Effect. (ba) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, authorizations and registrations of and applications for patents, copyrights, copyrights and trademarks and trade names material to the conduct of its business; provided, however, that neither the Borrowers nor the Restricted Subsidiaries shall be required to obtain, preserve or extend any such rights, licenses, permits, franchises, authorizations and registrations of and applications for patents, copyrights and trademarks if the obtainment, preservation or extension thereof is no longer desirable in the conduct of the business (includingof the Borrowers and the Restricted Subsidiaries or the failure to obtain, for the avoidance of doubtpreserve, the Healthcare Authorizations)renew, except as could extend or keep in full force and effect thereof would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); comply in all material respects with all material applicable lawslaws (including, without limitation, the USA PATRIOT Act, FCPA and OFAC), rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; and at all times take reasonable steps to maintain and preserve all tangible property material to the conduct of such business and keep such tangible property in good repair, working order and condition (condition, ordinary wear and tear tear, obsolescence and casualty or condemnation exempt) and from time to time make, or cause to be made, all repairs, renewals, additions, improvements and replacements thereto that are required or necessary to the conduct of their businessexcepted, except as could would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; provided that, with respect to the Mortgaged Vessels, the Borrowers will, or will cause the Mortgaged Vessel Owning Subsidiaries to, maintain and keep such Mortgaged Vessels in such condition, repair and working order as is required by the Security Documents. (cb) Comply with Do or cause to be done all Contractual Obligations things necessary to maintain each of the U.S. Subsidiary Guarantors and Requirements the U.S. Borrower, as a citizen of Law (includingthe United States, without limitation ERISAwithin the meaning of 46 U.S.C. §50501, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws eligible to own and all applicable Environmental Laws), except, other than operate marine vessels in the case coastwise trade of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedUnited States.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.056.05 or Section 6.06. (b) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, privileges, franchises, authorizations, registrations, patents, copyrights, trademarks and trademarks, trade names and other intellectual property material to the conduct of its business (including, for the avoidance of doubt, the Healthcare Authorizations)business, except as where the failure to do so could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08); comply in all material respects with all applicable lawsRequirements of Law (including FAA and US DOT regulations and any and all zoning, rulesbuilding, regulations 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 as where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in, individually or in a Material Adverse Effect; pay and perform its obligations under all Leases except where the aggregate, failure to do so 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 (including material Aircraft Collateral) and keep such property in good repair, working order and condition (ordinary other than wear and tear and casualty or condemnation exemptoccurring in the ordinary course of business) and from time to time make, or cause to be made, all needful and proper repairs, filings, renewals, additions, improvements and replacements thereto necessary in order that are required 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 or necessary to other dispositions of property, consolidations or mergers by or involving any Borrower in accordance with Section 6.05 or Section 6.06; (ii) the conduct withdrawal by any Borrower of their businessits qualification as a foreign corporation in any jurisdiction where such withdrawal, except as individually or in the aggregate, could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; or (iii) the abandonment by any Borrower of any rights, licenses, permits, privileges, franchises, authorizations, trademarks, trade names, copyrights, patents or other Intellectual Property or other aspects of the business that such Person reasonably determines are not useful to its business or no longer commercially desirable. (c) Comply Maintain in effect and enforce policies and procedures designed to ensure compliance by Borrowers and their respective directors, officers, employees and agents with all Contractual Obligations Anti- Corruption Laws, applicable AML Laws and Requirements of Law (including, without limitation ERISA, applicable Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted.

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under Section 6.05. (bi) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks franchises and trade names authorizations material to the conduct of its business (including, for the avoidance of doubt, the Healthcare Authorizations)business, except as could not reasonably be expected to result in, individually or in the aggregate, have a Material Adverse Effect; maintain and operate such business in substantially (ii) except as otherwise excused by the manner in which it Bankruptcy Code with respect to any Loan Party that is presently conducted and operated (other than as permitted by Section 6.08); a Debtor, comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, have a Material Adverse Effect; and (iii) at all times maintain and preserve all tangible 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 tear, casualty and casualty or condemnation exemptcondemnation) 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 are required or necessary to the conduct of their businessbusiness carried on in connection therewith may be properly conducted at all times, except as could not reasonably be expected to result in, individually or in the aggregate, have a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (includingeach Separation Document to which it is party, without limitation ERISA, Sanctions, except if the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, have a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedEffect.

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under Section 6.056.08 or, in the case of a Restricted Subsidiary of the Borrower, where the failure to do so could not reasonably be expected to have a Material Adverse Effect. (b) Do Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the its rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material necessary to the conduct of its business (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; maintain and operate such business in substantially the manner in which it is presently conducted and operated (other than as permitted by Section 6.08)business; comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in, individually or in the aggregate, 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 (ordinary wear and tear and casualty or condemnation exemptexcepted) and from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that are required the business carried on in connection therewith may be properly conducted at all times; provided that nothing in this Section 5.01(b) shall prevent (i) sales of property, assets, consolidations, amalgamations or necessary to mergers by or involving the conduct Borrower or any of their businessits Restricted Subsidiaries not prohibited by this Agreement; (ii) the withdrawal by Borrower or any Subsidiary of its qualification as a foreign corporation in any jurisdiction where such withdrawal, except as individually or in the aggregate, could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (including, without limitation ERISA, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect ; or (yiii) the abandonment by Borrower or any Subsidiary of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such instances in which such Contractual Obligation person reasonably determines are not useful to its business or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedno longer commercially desirable.

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under Section 6.05; provided that (x) any Subsidiary that (A) does not conduct any business operations, (B) has assets with a book value not in excess of $50,000 and (C) does not have any Indebtedness outstanding, may liquidate, wind up or dissolve, and (y) any Domestic Subsidiary may change its legal form of organization or convert to a "C corporation"; provided that it is in compliance with the Guarantee and Collateral Agreement. (bi) Do or cause to be done all reasonable things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material to the conduct of its business business; (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated operated; (other than as permitted by Section 6.08); iii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, 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 (ordinary wear and tear and casualty or condemnation exemptexcepted) and from time to time make, or cause to be made, all necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that are required or necessary the business carried on in connection therewith may be properly conducted at all times, except, in the case of clauses (i) and (iv) above, to the conduct of their businessextent otherwise permitted under Section 5.01(a) and except, except as in each case, to the extent that failure to do so could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect. (c) Comply with all Contractual Obligations and Requirements of Law (including, without limitation ERISA, Sanctions, the USA PATRIOT Act, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, other than in the case of the USA PATRIOT Act, the FCPA or Sanctions, (x) to the extent that failure to comply therewith could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted.

Existence; Compliance with Laws; 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, except as otherwise expressly permitted under by Section 6.05. (bi) Do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, registrations, patents, copyrights, trademarks and trade names material to the conduct of its business business; (including, for the avoidance of doubt, the Healthcare Authorizations), except as could not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect; ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated operated; (other than as permitted by Section 6.08); iii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to result in, individually or in the aggregate, 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 (ordinary wear and tear and casualty or condemnation exempt) 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 are required or necessary the business carried on in connection therewith may be properly conducted at all times, in each case under this clause (iv), except to the conduct extent that failure to do any of their business, except as could not reasonably be expected to result inthe foregoing would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (cb) Comply with all Contractual Obligations and Requirements of Law (including, without limitation including ERISA, Sanctions, the USA PATRIOT Act, OFAC, the FCPA, all applicable anti-bribery, anti-terrorism, anti-money laundering laws and all applicable Environmental Laws), except, except to the extent that failure to comply therewith (other than in the case of the USA PATRIOT Act, OFAC or the FCPA or SanctionsFCPA) would not, (x) to in the extent that failure to comply therewith could not aggregate, reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (y) such instances in which such Contractual Obligation or Requirement of Law is being contested in good faith by appropriate proceedings diligently conductedEffect.