Common use of Existence; Conduct of Business Clause in Contracts

Existence; Conduct of Business. Each of Holdco and Borrower shall, and shall cause each of their respective Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 shall prohibit any merger or consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of the Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.04 6.03, 6.06, 6.20 or sale 6.21 or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the material rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names material to Governmental Approvals that are necessary for the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of the Borrower) where that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Asset Sale permitted by Section 6.04 or sale or any other disposition of assets or property not constituting an Asset Sale permitted under Section 6.05this Agreement.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except business (other than in respect of to the legal existence of Borrower) where the extent a failure to do so could not reasonably be expected to would have a Material Adverse Effect) and will continue to engage in substantially the same business as presently conducted or such other businesses that are reasonably related thereto; provided provided, that nothing in this Section 5.08 shall prohibit any merger or merger, consolidation, conversion, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.057.3.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of Borrower) where the failure to do so so, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectEffect and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided provided, that nothing in this Section 5.08 5.3 shall prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.057.3.

Existence; Conduct of Business. Each of Holdco and Borrower shallParent will, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (ai) its legal existence and (bii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in the case of clause (other than in respect of the legal existence of Borrowerii) where the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.04 6.03 or sale or other disposition permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings, the Company and each Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of Holdings, the Company and each Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of the Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale 6.06 or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (ai) its legal existence and (bii) the rights, contracts, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except except, in the case of this clause (other than in respect of the legal existence of Borrower) ii), where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or any sale or other disposition of assets permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names the Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of BorrowerHoldings and the Borrower Parties) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Parent and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, and franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of Parent and the Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to (a) obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privilegesprivileges and franchises and (b) renew and maintain all Intellectual Property, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of Holdings and the Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the take all reasonable action to maintain its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessbusiness and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided, except (other than in respect of the legal existence of Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 shall prohibit any merger merger, consolidation, sale, lease, transfer or consolidationother disposition, liquidation or dissolution permitted under Section 6.04 Sections 7.3 or sale or other disposition permitted under Section 6.057.6.

Existence; Conduct of Business. Each of Holdco the Parent Guarantor and the Borrower shallwill, and shall will cause each of their respective Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of the Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 shall prohibit any merger or consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective Subsidiaries Material Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except except, in the case of clause (other than in respect of b), to the legal existence of Borrower) where the extent that failure to do so so, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.056.03.

Existence; Conduct of Business. Each of Holdco Holdings and each Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of Holdings and each Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.02 or sale or other disposition any Disposition permitted under by Section 6.056.05 of the Endeavor Credit Agreement.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Material Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names intellectual property rights material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except (other than in respect of the legal existence of Borrower) where the failure to do so maintain such authority could not reasonably be expected to have cause a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.056.03.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective the Subsidiaries to, do or cause to be done (i) all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (bii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, business except to the extent in the case of clause (other than in respect of the legal existence of Borrowerii) where that the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.056.03.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries (other than Financing Subsidiaries and Immaterial Subsidiaries) to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (ai) its legal existence and (bii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its business, except with respect to this clause (other than in respect of the legal existence of Borrowerii) where the failure to do so preserve, renew and keep could not reasonably be expected to have result in a Material Adverse Effect; provided that nothing in this Section 5.08 5.03 foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.056.03.

Existence; Conduct of Business. Each of Holdco the Parent Guarantor and the Borrower shallwill, and shall will cause each of their respective Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of the Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 7.08 shall prohibit any merger or consolidation, liquidation or dissolution permitted under Section 6.04 8.03 or sale or other disposition permitted under Section 6.058.05.

Existence; Conduct of Business. Each of Holdco the Parent Guarantor and the Borrower shallwill, and shall will cause each of their respective Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of the Borrower) where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 7.07 shall prohibit any merger or consolidation, liquidation or liquidation, dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.058.03.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (ai) its legal existence and (bii) the rights, contracts, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except except, in the case of this clause (other than in respect of the legal existence of Borrower) ii), where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or any sale or other disposition of assets permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Parent Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, governmental licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except in each case (other than in with respect to the preservation of the legal existence of the Parent Borrower) where ), except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03, any Lien permitted by Section 6.02 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of the Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, governmental licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of Holdings and the Borrower) where ), except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.. -126- [EMEA_ACTIVE 302040156_13]

Existence; Conduct of Business. Each of Holdco AT Finance Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names the Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of BorrowerAT Finance Holdings and the Borrower Parties) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the its respective rights, licenses, permits, privileges, franchises, patentsPatents, copyrights, trademarks Copyrights and trade names Trademarks material to the conduct of its businessbusiness and will continue to engage in the business of providing helicopter transportation services to the oil and gas industry or helicopter search and rescue services or such other businesses that are reasonably related to the foregoing; provided, except (other than in respect of the legal existence of Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 5.3 shall prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 7.3 or sale or other disposition permitted not subject to restriction under Section 6.057.3.

Existence; Conduct of Business. Each of Holdco Holdings, the Borrower and Borrower shall, and shall cause each of their respective Subsidiaries to, other Subsidiary will do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material necessary to the conduct of its business, in each case, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Parent Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Parent Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03, any Lien permitted by Section 6.02 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Parent Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Parent Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the its respective rights, licenses, permits, privileges, franchisesfran­chises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of Borrower) where the failure to do so so, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse EffectEffect and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided provided, that nothing in this Section 5.08 5.3 shall prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.057.3.

Existence; Conduct of Business. Each of Holdco and Borrower shallHoldings will, and shall will cause each of their respective the Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence existence. Holdings will, and (b) will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessnames, except (other than in respect of the legal existence of Borrower) where the failure of which to do so could not reasonably be expected to preserve, renew or maintain would have a Material Adverse Effect; provided that nothing in . The provisions of this Section 5.08 5.03 shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition a transaction permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, governmental licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco the Parent Guarantor and the Borrower shallwill, and shall will cause each of their respective Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of the Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 7.07 shall prohibit any merger or consolidation, liquidation or dissolution permitted under Section 6.04 8.03 or sale or other disposition permitted under Section 6.058.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, FCC Licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of the Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, except to the extent (other than in with respect to the preservation of the legal existence of Holdings and the Borrower) where that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rightsand, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material except to the conduct of its business, except (other than in respect of the legal existence of Borrower) where extent the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, the rights, licenses, permits, privileges and Franchises (including, without limitation, FCC Licenses and any licenses, permits or authorizations under the Cable Act or the Communications Act) material to the conduct of its business; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or disposition of assets, merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.056.03.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, (i) preserve, renew and maintain in full force and effect its legal existence, (ii) do or cause to be done all things reasonably necessary to preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the respective rights, licenses, permits, privileges, franchisesfran­chises, patents, copyrights, trademarks and trade names material to the conduct of its businessbusiness and (iii) continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided, except (other than in respect of the legal existence of Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 shall prohibit any merger or merger, consolidation, sale, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.057.3.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (ai) its legal existence and (bii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except except, in the case of clause (other than in respect of the legal existence of Borrower) ii), where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other any disposition of assets permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco and Borrower shall, and shall cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except (other than in respect of the legal existence of Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 shall prohibit any merger or consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco Holdings and the Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except in each case (other than in respect the preservation of the legal existence of Holdings and the Borrower) where to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 6.03 or sale or other disposition any Disposition permitted under by Section 6.05.

Existence; Conduct of Business. Each of Holdco and Borrower shallwill, and shall will cause each of their respective Subsidiaries Restricted Subsidiary to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (ai) its legal existence and (bii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in the case of clause (other than in respect of the legal existence of Borrowerii) where the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect; provided that nothing in this Section 5.08 the foregoing shall not prohibit any merger or merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.04 6.03 or sale or other disposition permitted under Section 6.05.

Existence; Conduct of Business. Each of Holdco and The Borrower shallwill, and shall will cause each of their respective its Subsidiaries to, do or cause to be done all things reasonably necessary to to, except as permitted by Section 7.3(a), preserve, renew and keep maintain in full force and effect (a) its legal existence and (b) the its respective rights, licenseslicenses (including FCC Licenses), permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessbusiness and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided, except (other than in respect of the legal existence of Borrower) where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that nothing in this Section 5.08 5.3 shall prohibit any merger or merger, consolidation, liquidation or dissolution permitted under Section 6.04 or sale or other disposition permitted under Section 6.057.3.