Common use of Existence; Conduct of Business Clause in Contracts

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Material Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) ), except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Parent Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness except, except in each case (other than the case of the foregoing requirements insofar as they relate to the legal existence of the Borrowers and the Guarantors), to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.04.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower Bidco will, and will cause any Intermediate Parent and each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the BorrowerBidco) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition Asset Sale permitted by Section 6.056.04.

Existence; Conduct of Business. Each of Holdings and (a) Holdings, the Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings The Parent and the Borrower will, and will cause each Restricted Subsidiary of their Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each other jurisdiction in which any of its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.059.11.

Existence; Conduct of Business. Each of Holdings Holdco and the Borrower willshall, and will shall cause each Restricted Subsidiary of their respective Subsidiaries 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 to the extent (other than with in respect to the preservation of the legal existence of Holdings and the Borrower) that where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing nothing in this Section 5.08 shall not prohibit any merger, merger or consolidation, liquidation or dissolution permitted under Section 6.03 6.04 or any Disposition sale or other disposition permitted by under Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permitsPermits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not would reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 6.03, 6.06, 6.20 or 6.21 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and (in the case of clause (a)), the Borrower will, and each other Group Member will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its (a) legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names franchises necessary and material to the conduct of its business, except to the extent in each case (other than clause (a) above with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not would reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution dissolution, including any Permitted Reorganization, IPO Reorganization Transaction or Tax Restructuring, permitted under by Section 6.03 or Section 6.04, any Holdings Reorganization permitted by Section 6.06 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the legal existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the legal existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition Asset Sale permitted by Section 6.056.04 or any other disposition of assets or property not constituting an Asset Sale permitted under this Agreement.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names names, in each case that are material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names material franchises necessary to the conduct of its business, except to except, in the extent (other than with respect to the preservation case of the legal existence of Holdings and the Borrower) that any such Consolidated Subsidiary or any such right, license, permit, privilege or franchise, where the failure to do so could preserve, renew and keep in full force and effect does not reasonably be expected to have constitute a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.02.

Existence; Conduct of Business. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names material franchises necessary to the conduct of its business, except to except, in the extent (other than with respect to the preservation case of the legal existence of Holdings and the Borrower) that any such Consolidated Subsidiary or any such right, license, permit, privilege or franchise, where the failure to do so could preserve, renew and keep in full force and effect does not reasonably be expected to have constitute a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings Holdings, the Company and the each Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings Holdings, the Company and the each Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness except, except in each case (other than the case of the foregoing requirements insofar as they relate to the legal existence of the Borrower and the Guarantors), to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.04.

Existence; Conduct of Business. Each of Holdings and the Borrower Parent will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to in the extent case of clause (other than with respect to the preservation of the existence of Holdings and the Borrowerii) that the where 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 the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the each Co-Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names names, in each case that are material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that in each case where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names and other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings the Parent and the Borrower Borrowers will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things reasonably necessary to obtain, preserve, renew or replace and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, including the renewal and maintenance of all Authorizations, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that for those the failure to do so could maintain, preserve or keep in full force and effect would not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the legal existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05.. SECTION 5.05

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licensesqualifications, permits, privilegesapprovals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution asset sales or other dispositions permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Material Subsidiary to, do or cause to be done all things 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 (b), to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the 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 the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trademarks, trade names and other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. (i) Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Significant Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) each Borrower will, and will cause each of its Significant 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 privileges and trade names franchises material to the conduct of its business, except to the extent (other than with respect to the preservation business of the existence of Holdings Company and the Borrower) that the failure to do so could not reasonably be expected to have its Subsidiaries taken as a Material Adverse Effectwhole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution sale permitted (or not restricted) under Section 6.03 or any Disposition permitted by Section 6.056.04.

Existence; Conduct of Business. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so maintain such requisite authority could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things 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 necessary to the conduct of its businessbusiness except, except to in the extent case of this clause (other than with respect to the preservation of the existence of Holdings and the Borrower) that b), where the failure to do so perform such obligations could not reasonably be expected to have result in a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05the conversion of a corporation to a limited liability company or a limited liability company to a corporation.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names the Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the BorrowerBorrower Parties) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and the Borrower will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, business except to the extent (other than with respect to the preservation of the existence of Holdings and or the Borrower) that to the extent failure to do so could not be reasonably be expected expected, either individually or in the aggregate, to have result in a Material Adverse Effect; provided that the foregoing nothing in this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by 7.3. Section 6.055.4.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Material Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so maintain such authority could not reasonably be expected to have cause a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings Parent and the Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done (i) all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) 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 with respect to the preservation of the existence of Holdings and the Borrowerii) 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 the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privilegesconsents, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each other jurisdiction in which its Properties are located or the ownership of its Properties requires such qualification, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so qualify could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 9.10 or any Disposition disposition permitted by under Section 6.059.11.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done (i) all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) 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 with respect to the preservation of the existence of Holdings and the Borrowerii) 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 the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower Parent (a) will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patentsand Intellectual Property, copyrights, trademarks and trade names in each case that are material to the conduct of its business and (b) will, and will cause each Broker-Dealer Subsidiary to, maintain all rights, privileges, Broker-Dealer Licenses and Memberships and Broker-Dealer Registrations necessary for and material to the normal conduct of its business, except except, in each case, to the extent (other than with respect to the preservation of the existence of Holdings Parent and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and or the Borrower) that the failure to do so could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect, the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsIntellectual Property rights, trademarks licenses and trade names material to permits used or useful in the conduct of its business, except and maintain all requisite authority to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effectconduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to (a) obtain, preserve, renew and keep in full force and effect its legal existence and 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 to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings Parent and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, and franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings Parent and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the each Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 6.02 or any Disposition permitted by Section 6.056.05 of the Endeavor Credit Agreement.

Existence; Conduct of Business. Each of Holdings (in the case of clause (a)), the Borrowers and the Borrower will, and each other Group Member will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its (a) legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names franchises necessary and material to the conduct of its business, except in each case (other than clause (a) above with respect to Holdings and the Lead Borrower) to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not would reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution dissolution, including any Permitted Reorganization, IPO Reorganization Transaction or Tax Restructuring, permitted under by Section 6.03 or Section 6.04, any Holdings Reorganization permitted by Section 6.06 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. SECTION 5.05

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each other jurisdiction in which any of its Oil and Gas Properties is located or the ownership of its Properties requires such qualification, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by 9.12. Section 6.05.8.04

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew or replace and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, including the renewal and maintenance of all Authorizations, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that for those the failure to do so could maintain, preserve or keep in full force and effect would not reasonably be expected to have a Material Adverse Effect; , and Operating Licenses, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. (i) Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary of its Significant Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) each Borrower will, and will cause each of its Significant 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 privileges and trade names franchises material to the conduct of its business, except to the extent (other than with respect to the preservation business of the existence of Holdings Company and the Borrower) that the failure to do so could not reasonably be expected to have its Subsidiaries taken as a Material Adverse Effectwhole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution sale permitted (or not restricted) under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and Subject to any required approval by the Borrower Court, each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to in the extent case of clause (other than with respect to the preservation of the existence of Holdings and the Borrowerii) that the where 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 the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings, Intermediate Holdings and the each Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings, Intermediate Holdings and the each Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. 105

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Parent Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 6.03, any Lien permitted by Section 6.02 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Parent Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things 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 privileges and trade names franchises material to the conduct of its business, except to the extent (other than with respect as to the preservation of the legal existence of Holdings and the BorrowerCompany or any Guarantor) that the where 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 the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.paragraph 6C.

Existence; Conduct of Business. Each of Holdings and the Borrower The Parent Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and its qualifications and rights in all jurisdictions in which the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to nature of the conduct of its businessbusiness conducted or the property owned by it requires such qualification, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so to qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each other jurisdiction in which any of its Midstream Properties is located or the ownership of its Properties requires such qualification, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.059.11.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. -126- [EMEA_ACTIVE 302040156_13]

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and or the Borrower) that the failure to do so could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. Section 5.05

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and Subject to any required approval by the Borrower Court, each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to in the extent case of clause (other than with respect to the preservation of the existence of Holdings and the Borrowerii) that the where 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 the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) ), except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. (a) Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary to, Subsidiaries to do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, (b) except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so as could not reasonably be expected to have a Material Adverse Effect, each Borrower will, and will cause each of its Restricted 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 and franchises material to the conduct of its business; provided that none of the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower Borrowers will, and will cause each Restricted Subsidiary of their Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep maintain in full force and effect (i) its legal existence and the (ii) its respective rights, licenses, permits, privileges, franchisesfran­chises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to except, in the extent case of this clause (other than with respect to the preservation of the existence of Holdings and the Borrower) that ii), 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 Effect; provided that the foregoing nothing in this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.057.3.

Existence; Conduct of Business. Each of Holdings and the Borrower Obligor will, and will cause each Restricted Subsidiary to, (a) do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsintellectual property rights, trademarks licenses and trade names permits 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 to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.03, and (b) carry on any Disposition permitted by Section 6.05business other that a Permitted Business.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessand, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that 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 the foregoing shall not prohibit any disposition of assets, merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower Obligor will, and will cause each Restricted Subsidiary to, (a) do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsintellectual property rights, trademarks licenses and trade names permits 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 to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03, and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of AT Finance Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names the Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of AT Finance Holdings and the BorrowerBorrower Parties) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trademarks, trade names and other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; , provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. SECTION 5.05

Existence; Conduct of Business. Each of Holdings and (f) Holdings, the Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and the Borrower will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, contracts, certifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessnames, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could (other than in the case of maintaining the Borrower’s existence) would not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition sale of assets permitted by under Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each other jurisdiction in which any of its Midstream Properties is located or the ownership of its Properties requires such qualification, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.9.11. ​

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the legal existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05. SECTION 5.05.

Existence; Conduct of Business. Each of Holdings and the Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names material intellectual property rights necessary to the conduct of its business, except and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so maintain such authority could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the Borrower willshall, and will shall cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things 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 to the extent (other than with in respect to the preservation of the legal existence of Holdings and the Borrower) that where the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing nothing in this Section 5.08 shall not prohibit any merger, merger or consolidation, liquidation or dissolution permitted under Section 6.03 6.04 or any Disposition sale or other disposition permitted by under Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and the Borrower will cause each Restricted Subsidiary of the Subsidiaries and the Healthcare Facilities to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, contracts, certifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessnames, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could (other than in the case of maintaining the Borrower’s existence) would not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition sale of assets permitted by under Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, except to the extent in each case (other than with respect to the preservation of the legal existence of Holdings and the Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05. Section 5.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to in the extent case of clause (other than with respect to the preservation of the existence of Holdings and the Borrowerii) that the where 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 the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks trademarks, and trade names material to the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness except, except in each case (other than the case of the foregoing requirements insofar as they relate to the legal existence of the Borrower and the Subsidiary Guarantors), to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.04.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Material Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. 123

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and 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 with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Existence; Conduct of Business. Each of Holdings Parent and the Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew or replace and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, including the renewal and maintenance of all Authorizations, except to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that for those the failure to do so could maintain, preserve or keep in full force and effect would not reasonably be expected to have a Material Adverse Effect; provided , and Operating Licenses, PROVIDED that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Existence; Conduct of Business. Each of Holdings and the The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, contracts, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except to except, in the extent case of this clause (other than with respect to the preservation of the existence of Holdings and the Borrower) that ii), where the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition sale of assets permitted by under Section 6.05.

Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect, the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsIntellectual Property rights, trademarks licenses and trade names material to permits used or useful in the conduct of its business, except and maintain all requisite authority to the extent (other than with respect to the preservation of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be expected to have a Material Adverse Effectconduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.