Common use of Preservation of Existence, Etc Clause in Contracts

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing or comparable status under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or incorporation except in a transaction permitted not prohibited by Section 7.03 7.02, except (provided that no Subsidiary other than a Loan Party shall be required with respect to maintain in full force and effect its the legal existence of the Borrower) to the extent the that failure to do so could not reasonably be expected to have result in a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain or cause to be preserved, renewed and maintained and in full force and effect its and its Subsidiaries’ legal existence and good standing under the Laws of the jurisdiction of its each of their respective organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect)7.04 or 7.05; (b) take all reasonable action to maintain or cause to be maintained all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its businessbusiness and the business of its Subsidiaries, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew or cause to be preserved and renewed all of its and it Subsidiaries’ registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05, except to the extent a failure by a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so good standing could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.05 and except, solely in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization organization, except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required 7.04 or 7.05 and except with respect to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); Nonmaterial Subsidiaries; (b) maintain its good standing under the Laws of the jurisdiction of its organization, except with respect to Nonmaterial Subsidiaries; (c) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and (cd) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or (provided ii) solely in the case of a Subsidiary of the Company that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or, (provided that no Subsidiary other than a Loan Party shall be required ii) with respect to maintain in full force and effect its legal existence to the extent Foreign Subsidiaries, where the failure to do so of which could not be reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05 or, solely in full force and effect its legal existence the case of Immaterial Subsidiaries, to the extent the that failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (ai) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except and maintain qualification in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain each jurisdiction in full force and effect its legal existence to the extent which the failure to do so could not qualify would reasonably be expected to have a Material Adverse Effect, in each case, except in a transaction permitted by Section 8(c) or Section 8(g); (bii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ciii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted not prohibited by Section 7.03 7.3 or (provided ii) to the extent that no failure of any Subsidiary other than that is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) to the extent reasonably able to do so under Applicable Law, preserve or renew all of its issued patents and registered patents, trademarks, trade names trademarks and service marks, the non-preservation or non-renewal of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05 and except, solely in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except except, in the case of any Person other than the Parent Entities and the Borrower, in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence this Agreement or to the extent the that failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, copyrights, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 and except in the case of Subsidiaries (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent any Borrower) where the failure to do so could not would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered copyrights, patents, trademarks, trade names and service marks, the non-preservation of which could would have or be reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws laws of the jurisdiction of its organization organization, except in a transaction permitted by Section 7.03 (provided that no Subsidiary 6.03 and Section 6.04 or, solely with respect to Loan Parties other than a Ultimate Parent, the Borrower and Borrowing Base Loan Party shall be required to maintain in full force and effect its legal existence to the extent Parties, where the failure to do so could would not reasonably be expected to have a Material Adverse Effect); ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 6.03 or 6.04, except with respect to any Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the where failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05 and except, solely in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could would not reasonably be expected to have a Material Adverse Effect)Effect or constitute an Event of Default; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.05 and except, solely in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its material registered patents, trademarks, trade names and service marksmarks necessary to the normal conduct of its business (except, for clarity, expirations at the end of statutory terms), the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or (provided ii) with respect to any Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force Guarantor and effect its legal existence to the extent the where such failure to do so could would not reasonably be expected to have result in a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05 (provided that no Subsidiary other than a Loan Party shall be required to maintain and, in full force and effect its legal existence the case of any Restricted Subsidiary, to the extent the failure to do so so, could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privilegesprivileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and (c) preserve or renew all of its registered patents, trademarks, trade names names, service marks and service markscopyrights, except to the non-preservation of which extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and, to the extent legally applicable in the relevant jurisdiction, good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05; and (provided that ii) in the situation where a Subsidiary has no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect)operations or revenues; (b) take all reasonable action to maintain all rights, privileges, permits, licenses licenses, approvals and franchises in each case which are necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation or non-renewal of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction as otherwise permitted by Section 7.03 7.04 or 7.05; (provided that no Subsidiary other than a Loan Party shall be required to b) preserve, renew and maintain in full force and effect its legal existence to good standing status under the extent Laws of the failure to do so could not reasonably be expected to have a Material Adverse Effect)jurisdiction of its organization except as otherwise permitted by Section 7.04 or 7.05; (bc) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or deemed desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (cd) preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.03 7.04 or 7.05 (provided that no Subsidiary other than a Loan Party shall be required except, in the case of failure to maintain in full force and effect its legal existence good standing, to the extent the failure to do so promptly cured or as otherwise could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patentsIntellectual Property, trademarks, trade names and service marks, except to the non-preservation of which extent failure to do so could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.4 or 7.5. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 7.4 or 7.5. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or (provided that no Subsidiary ii) other than a with respect to any Loan Party shall be required to maintain in full force and effect its legal existence Party, to the extent that the failure to do so could remain in good standing would not reasonably be expected to have a Material Adverse Effect); . (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or Section 7.05, and, in full force and effect its legal existence the case of any Restricted Subsidiary, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privilegesprivileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and (c) preserve or renew all of its registered patentsMaterial Intellectual Property, trademarks, trade names and service marks, except to the non-preservation of which extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05, and except (provided that no Subsidiary other than a Loan Party shall be required but only with respect to maintain in full force and effect its legal existence to the extent Non-Material Subsidiaries) where the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its (i) the legal existence and good standing of such Borrower under the Laws of the jurisdiction of its organization and (ii) the legal existence and good standing of each Subsidiary under the laws of the jurisdiction of its organization, except in with respect to a transaction Subsidiary to the extent permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect)7.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, in each case, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence the case of the good standing, to the extent the that any failure to do so could not reasonably be expected to have a Material Adverse Effect)Effect and (ii) in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (or equivalent status, if any) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05 and except, in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, except to the extent the non-preservation of which such registered patent, trademarks, trade name or service xxxx could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full hill force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05 (provided provided, however, that nothing herein shall prevent the Borrower from dissolving any Subsidiary that is no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence longer active or material to the extent the failure to do so could not reasonably be expected to have a Material Adverse EffectBorrower’s business); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization organization, except (i) in a transaction permitted by Section 7.03 7.04 or 7.05, and (provided that no Subsidiary ii) in the case of Subsidiaries (other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Designated Borrowers), where the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05; except, solely in full force and effect its legal existence the case of Excluded Subsidiaries, to the extent the that failure to do so could not reasonably be expected to have a Material Adverse Effect); . (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and (c) preserve or renew all of its registered patents, copyrights, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or (provided ii) solely in the case of a Subsidiary of the Parent Borrower that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05. 77 (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 7.04 or 7.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary 7.04 or 7.05 and except, in the case of any Loan Party other than a Loan Party shall be required to maintain in full force Holdings and effect its legal existence the Borrower, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or (provided ii) solely in the case of a Subsidiary of the Borrower that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05 and except, with respect to good standing (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence with respect to the extent the Borrower), if a failure to do so could not reasonably be expected to have a Material Adverse Effect); ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.05 and except, solely in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its material registered patents, trademarks, trade names and service marksmarks necessary to the normal conduct of its business (except, for clarity, expirations at the end of statutory terms), the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.03 7.04 or 7.05; (provided that no Subsidiary other than a Loan Party shall be required except, in the case of failure to maintain in full force and effect its legal existence good standing, to the extent the failure to do so promptly cured or as otherwise could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patentsIntellectual Property, trademarks, trade names and service marks, except to the non-preservation of which extent failure to do so could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and , as applicable, good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05, except, in full force and effect its legal existence the case of Subsidiaries, to the extent the that failure to do so could would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names trademarks and service marksmarks to the extent legally able to be preserved, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its and its Subsidiaries’ legal existence and good standing under the Laws of the jurisdiction of its and their organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05, except, in full force and effect the case of its legal existence Subsidiaries, to the extent the that failure to do so could would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names trademarks and service marksmarks to the extent legally able to be preserved, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its (i) the legal existence and good standing of the Borrower under the Laws of the jurisdiction of its organization and (ii) the legal existence and good standing of each Subsidiary under the laws of the jurisdiction of its organization, except in with respect to a transaction Subsidiary to the extent permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect)7.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, in each case, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 7.04 or 7.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Maintain or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (ai) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except and maintain qualification in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain each jurisdiction in full force and effect its legal existence to the extent which the failure to do so could not qualify would reasonably be expected to have a Material Adverse Effect, in each case, except in a transaction permitted by Section 8(c) or Section 8(g); ; (bii) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and (ciii) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05 or, solely in full force and effect its legal existence to the extent case of good standing, if the failure to do so preserve, renew and maintain such good standing could not reasonably be expected to have a Material Adverse Effect); ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.05 and except, solely in the case of a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Party, where the failure to do so could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization organization, except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05, and except that no Subsidiary other than a Loan Party shall be required to preserve, renew and maintain its corporate existence and good standing, if the Borrower or such Subsidiary shall reasonably determine that the preservation thereof is no longer desirable in full force the conduct of the business of the Borrower and effect its legal existence to Subsidiaries, taken as a whole, and that the extent the failure to do so loss thereof could not be reasonably be expected to have a Material Adverse Effect); and (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 7.04 or 7.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; . (d) Preserve, renew and (c) preserve or renew maintain all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) PreserveOther than as to Dormant Subsidiaries, preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05 and (provided that no Subsidiary other than a Loan Party shall be required with respect to maintain in full force and effect its legal existence the Borrowers) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, except to the non-preservation of which extent the failure to preserve or renew could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05, except to the extent a failure by a Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so good standing could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.. 70290124_9

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence 8.04 or 8.05, or to the extent the failure to do so could with respect to any Subsidiary that is not a Guarantor would not reasonably be expected to have a Material Adverse Effect); ; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 8.04 or 8.05 or (provided ii) as to any Subsidiary that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence Party, to the extent the that such failure to do so could not reasonably be expected to have a Material Adverse Effect); . (b) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (c) preserve Preserve or renew all of its material registered patents, copyrights, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or incorporation except in a transaction permitted not prohibited by Section 7.03 7.02, except (provided that no Subsidiary other than a Loan Party shall be required with respect to maintain in full force and effect its the legal existence of the Company) to the extent the that failure to do so could not reasonably be expected to have result in a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted not prohibited by Section 7.03 7.04, or (provided that no Subsidiary other than a Loan Party shall be required except with respect to maintain in full force and effect its the legal existence of any Borrower) to the extent the that failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain or cause to be preserved, renewed and maintained and in full force and effect its and its Subsidiaries’ legal existence and good standing under the Laws of the jurisdiction of its each of their respective organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect)Sections 7.04 or 7.05; (b) take all reasonable action to maintain or cause to be maintained all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its businessbusiness and the business of its Subsidiaries, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew or cause to be preserved and renewed all of its and it Subsidiaries’ registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a1) PreserveExcept in a transaction permitted by Paragraph 8(d) below, (i) preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization and (ii) except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the that failure to do so could not reasonably be expected to have a Material Adverse Effect); , at all times remain in good standing and qualified to do business under the laws of the jurisdiction of its organization and where it conducts its business; (b2) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and (c3) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or Section 8.05, except (provided that no Subsidiary other than with respect to the Borrower or any Loan Party) where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Loan Party shall be required to Material Adverse Effect. (b) Preserve, renew and maintain in full force and effect its legal existence good standing under the Laws of the jurisdiction of its organization, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); . (bc) take Take all commercially reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization organization, except (i) in a transaction permitted by Section 7.03 7.04 or 7.05, and (provided that no Subsidiary ii) in the case of Subsidiaries (other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent Designated Borrowers), where the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (6.04 or 6.05, provided that no Subsidiary that, other than a Loan Party shall be required to maintain in full force and effect its legal existence with respect to the extent the Borrower, such preservation, renewal and maintenance is not required if failure to do so could not reasonably be expected excepted to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction organization, provided, however, that Holdings and its Subsidiaries may consummate any merger, consolidation or other transfer of assets pursuant to the MLP Formation Transactions and as otherwise permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); 7.05 or 7.06, (b) take all reasonable action to maintain all rights, privileges, permits, licenses Permits and Authorizations and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05 and, in full force and effect its legal existence the case of any Restricted Subsidiary, to the extent the failure to do so so, could not reasonably be expected to have a Material Adverse Effect); , (b) take all reasonable action to maintain all rights, privilegesprivileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; Effect and (c) preserve or renew all of its registered patents, trademarks, trade names names, service marks and service markscopyrights, except to the non-preservation of which extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a 7.04 or 7.05 and except in the case of any Non-Loan Party shall be required to maintain in full force and effect its legal existence to the extent where the failure to do so could maintain good standing is not reasonably be expected likely to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation or non-renewal of which could reasonably be expected to have a Material Adverse Effect.. CHAR1\1323615v9

Preservation of Existence, Etc. (aa ) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b ) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (bc ) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd ) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05 and except, in full force and effect its legal existence to the extent case of Subsidiaries, where the failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05, and except, in full force and effect its legal existence the case of such good standing, to the extent that the failure to do so could preserve, renew or maintain such good standing would not reasonably be expected to have result in a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patentsIntellectual Property, trademarks, trade names and service marks, except to the non-preservation extent such Intellectual Property is no longer used or useful in the conduct of which could the business of the Loan Parties or the failure to do so would not reasonably be expected to have result in a Material Adverse Effect.

Preservation of Existence, Etc. (a) (i) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05 and (provided that no Subsidiary other than a Loan Party shall be required to ii) maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 8.04 or 8.05. (b) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (c) preserve Preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05 or except (provided in the case of any Subsidiary of the Borrower that no Subsidiary other than is not a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the Party) where failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary 7.04 or 7.05 except, in the case of Persons other than a Loan Party shall be required to maintain in full force and effect its legal existence the Borrower, to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (or the applicable foreign equivalent, if applicable) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary 7.04 or 7.05, except, other than with respect to a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could or a Debtor, as would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse EffectEffect and except with respect to Reclamation Dispositions; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-non- preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or Section 8.05 except (provided that no Subsidiary other than with respect to the Borrower) to the extent that the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Loan Party shall be required to Material Adverse Effect. (b) Preserve, renew and maintain in full force and effect its legal existence good standing under the Laws of the jurisdiction of its organization, except to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); . (bc) take Take all commercially reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization (and, except in a transaction permitted by Section 7.03 the case of Guarantors (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence the Parent), except to the extent the failure to do so could would not reasonably be expected to have a Material Adverse Effect), good standing) under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patentsIntellectual Property, trademarks, trade names and service marks, except to the non-preservation extent such Intellectual Property is no longer used or useful in the conduct of which could the business of the Loan Parties or that the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its and its Subsidiaries' legal existence and good standing under the Laws of the jurisdiction of its and their organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain 7.04 or 7.05, except, in full force and effect the case of its legal existence Subsidiaries, to the extent the that failure to do so could would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names trademarks and service marksmarks to the extent legally able to be preserved, the non-preservation of which could would reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided 7.04 or 7.05; provided, however, that no Subsidiary other than a the Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect)Parties may consummate any merger or consolidation permitted under Section 7.04; (b) take all reasonable action to maintain all rights, privileges, permits, licenses (including liquor and lottery licenses) and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required 6.04 or 6.05, except with respect to maintain in full force and effect its legal existence to the extent the Inactive Subsidiaries where failure to do so could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary 7.04 or 7.05 of the Existing Credit Agreement and except, in the case of any Loan Party other than a Loan Party shall be required to maintain in full force Holdings and effect its legal existence the Borrower, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (or the applicable foreign equivalent, if applicable) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no Subsidiary 7.04 or 7.05, except, other than with respect to a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could Party, as would not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except (i) in a transaction permitted by Section 7.03 7.04 or 7.05 or (provided that no ii) solely in the case of a Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to of the extent Borrower, the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing (where applicable) under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 (provided that no 7.04 or 7.05, except, in the case of any Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence of the Borrower, to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization (and, except in a transaction permitted by Section 7.03 (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect), good standing) under the Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patentsIntellectual Property, trademarks, trade names and service marks, except to the non-preservation of which extent the failure to do so could not reasonably be expected to have a Material Adverse EffectEffect or except to the extent such Intellectual Property is no longer used or useful in the conduct of the business of the Loan Parties.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 8.04 or 8.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 8.04 or 8.05. (c) Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect); . (bd) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve Preserve or renew all of its registered patents, trademarks, trade names and service marksIP Rights, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or Section 7.05. (provided that no Subsidiary other than a Loan Party shall be required to b) Preserve, renew and maintain in full force and effect its legal existence to good standing under the extent Laws of the failure to do so could not reasonably be expected to have jurisdiction of its organization except in a Material Adverse Effect); transaction permitted by Section 7.04 or Section 7.05. (bc) take Take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and . (cd) preserve Preserve or renew all of its registered patents, copyrights, trademarks, trade names and service marks, except to the extent that the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

Preservation of Existence, Etc. (a) a. Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.03 7.04 or 7.05 and except, with respect to good standing (provided that no Subsidiary other than a Loan Party shall be required to maintain in full force and effect its legal existence with respect to the extent the Borrower), if a failure to do so could not reasonably be expected to have a Material Adverse Effect); (b) . b. take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) and c. preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.