Common use of Preservation of Corporate Existence, Etc Clause in Contracts

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Loan Parties and its their respective Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further )); provided, further, that neither none of the Borrower nor any of its Loan Parties or their respective Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board board of Directors directors of the Borrower or such Subsidiary or equivalent governing body shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Loan Party or such Subsidiary, as the case may be, and that the loss thereof is does not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Partieshave a Material Adverse Effect.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(c) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesBanks.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further provided, further, that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges ) and franchises, except (other than in the case of the Borrower) to the extent such failure could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege right or franchise if the Board board of Directors directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(c) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Loan Parties and its their respective Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further ); provided, further, that neither none of the Borrower nor any of its Loan Parties or their respective Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board board of Directors directors of the Borrower or such Subsidiary or equivalent governing body shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Loan Party or such Subsidiary, as the case may be, and that the loss thereof is does not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Partieshave a Material Adverse Effect.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger mergers or consolidation consolidations permitted under Section 5.02(d) and 5.2(d); and, provided further further, that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges ) and franchises; provided, however, that none of the Borrower and its Borrowers or any of their respective Subsidiaries may consummate shall be required to preserve any right or franchise terminated as the result of any merger or consolidation permitted under Section 5.02(d5.02(b) and provided further that neither none of the Borrower nor Borrowers or any of its their respective Subsidiaries shall be required to preserve any right, permit, license, approval, privilege right or franchise if the Board of Directors of the such Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the such Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the such Borrower, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries any Subsidiary may consummate merge with or into any merger or consolidation Person to the extent permitted under by Section 5.02(d) and ), provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, approvals, licenses, approvals, privileges and franchisesfranchises deemed material to its business (including, without limitation, the Concession Titles); provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) 5.02(b), and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or any of the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve It will preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchisesfranchises (except for the failure to pay any franchise tax, which failure is promptly cured); provided, however, that the Borrower Group and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) 2.6(c); and provided further that neither the Borrower Group nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Group or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Group or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerGroup, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and ); provided further further, that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board board of Directors directors of the Borrower or such Subsidiary or equivalent governing body shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is does not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Partieshave a Material Adverse Effect.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) ); and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, corporate existence and the rights (charter and statutory), permits, licenses, approvals, privileges ) and franchisesfranchises material to its business; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(b) and any Subsidiary of the Borrower may be liquidated, wound up or dissolved; and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege such right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Company may merge with and into the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under in accordance with Section 5.02(d) and ), provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each other Loan Party and each of its other Material Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) ); and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerBorrower and its Subsidiaries, such Subsidiary taken as a whole, or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Significant Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; providedPROVIDED, howeverHOWEVER, that the Borrower and its Subsidiaries Company may consummate any merger or consolidation permitted under Section 5.02(d) and provided further PROVIDED FURTHER that neither the Borrower Company nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Company or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Company or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerCompany, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Parent, the Borrower, such Subsidiary the Parent and its Subsidiaries, taken as a whole, or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(c) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the such Borrower, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve Without limiting the exceptions set forth in Section 5.02(d), preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and the Merger; provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries (other than Central Tractor Distributing Co.) to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries the Purchaser may consummate any merger or consolidation permitted under Section 5.02(d) the Merger; and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger mergers or consolidation consolidations permitted under Section 5.02(d) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, ---------------------------------------- and cause each of its Subsidiaries to preserve and maintain, its their respective corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Lessee and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d28.3(c) and provided further that provided, further, neither the Borrower Lessee nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board board of Directors directors of the Borrower Lessee or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Lessee or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerLessee, such Subsidiary or the Lender Financing Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(c) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender Parties.Banks. 48

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger merger, amalgamation or consolidation permitted under Section 5.02(d5.02(c) and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries the other Borrowers and the Guarantors to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges ) and franchisesfranchises material to the operation and conduct of its business as being conducted on the Effective Date; provided, however, that the Borrower Company and its Subsidiaries may consummate any merger merger, consolidation or consolidation other transaction permitted under Section 5.02(d5.02(b) and provided further that neither the Borrower Company nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege such right or franchise if the Board of Directors of the Borrower Company or such Subsidiary or any executive officer of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Company or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerCompany, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries (other than Immaterial Subsidiaries) to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges ) and franchisesfranchises material to its business; provided, however, that the Borrower and its Subsidiaries may consummate any merger merger, consolidation, conveyance, transfer, lease, disposition, liquidation or consolidation dissolution permitted under Section 5.02(d) 5.02(b), and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege right or franchise if the Board of Directors (or similar governing body) of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the such Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the any Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the such Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, Company and its Subsidiaries taken as the case may be, a whole and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary Company and its Subsidiaries taken as a whole or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Loan Parties and its their respective Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further ); provided, further, that neither none of the Borrower nor any of its Loan Parties or their respective Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board board of Directors directors of the Borrower or such Subsidiary or equivalent governing body shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Loan Party or such Subsidiary, as the case may be, and that the loss thereof is does not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Partieshave a Material Adverse Effect.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), and material permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower USI and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d6.02(d) and provided further that neither the Borrower USI nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower USI or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower USI or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerUSI, such Subsidiary or the Lender PartiesBanks.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Significant Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries Company may consummate any merger or consolidation permitted under Section 5.02(d) and the Company may sell assets as permitted under Section 5.02(e), and provided further that neither the Borrower Company nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Company or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Company or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerCompany, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.02(e) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors (or equivalent body) of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further provided, further, that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Issuer or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesNote Purchasers.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its their respective corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d6.02(c) and provided further that provided, further, neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) ); and provided further that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Parent or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges ) and franchises, except to the extent otherwise permitted under Section 8.2; provided, however, that the Borrower each such Person and its Subsidiaries may consummate any merger merger, amalgamation or consolidation permitted under Section 5.02(d) 8.2 and may wind up, liquidate or dissolve any of their respective inactive Subsidiaries, and provided further further, that neither the Borrower such Person nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege right or franchise if the Board of Directors of the Borrower such Person or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower such Person or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrowersuch Person, such Subsidiary or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, ---------------------------------------- and cause each of its Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate the Merger and any other merger or consolidation permitted under Section 5.02(d5.02(e) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, ---------------------------------------- and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower Parent and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further provided, further, that neither the Borrower Parent nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower Issuer or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower Parent or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the BorrowerParent, such Subsidiary or the Lender PartiesPurchasers.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges ) and franchises; provided, however, that the any Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d5.03(c) and provided further that neither the no Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege right or franchise or the corporate existence of any Subsidiary of such Borrower (other than, in the case of Rayonier, TRS and RTOC) if the Board of Directors of the such Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the such Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary Rayonier and its Subsidiaries taken as a whole or the Lender PartiesLenders.

Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each of its Significant Subsidiaries to preserve and maintain, its corporate existence, legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(d) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right, permit, license, approval, privilege or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lender Parties.