Common use of Legal Existence Clause in Contracts

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Parent shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Parent and its Restricted Subsidiaries; provided that the Company Parent shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Issuer) if the Board of Directors of the Company Parent shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Parent and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors Directors, or the executive committee of the Company Board of Directors, of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its their legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuers and its their Restricted Subsidiaries; provided provided, however, that the Company Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its their Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuers and its their Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Except as permitted by Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each Restricted Subsidiary such Subsidiary, and (ii) the material rights (charter and statutory), licenses ) and franchises of the Company Issuer and its Restricted such Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided PROVIDED that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofSection 5.13, the Company Borrower shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Borrower and its Restricted Subsidiaries; provided that the Company Borrower shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Borrower shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Borrower and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the HoldersLender.

Legal Existence. Subject to Article Five 5 hereof, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided PROVIDED, HOWEVER, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its their legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuers shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer shall determine that the preservation preserva- tion thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, limited liability company, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, limited liability company, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each such Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders; provided, further, however, that a determination by the Board of Directors of the Company shall not be required in the event of a merger of one or more Restricted Subsidiaries of the Company with or into another Restricted Subsidiary of the Company.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof there of is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted 73 -66- Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided PROVIDED that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the -55- Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided PROVIDED that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be Table of Contents -59- required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other legal existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries Subsidiaries, if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its their respective legal existenceexistences, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuers and its the Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five V hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries Sub- sidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company Issuer and its Restricted Subsidiaries; provided that the Company Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board loss thereof would not, individually or in the aggregate, be adverse in any material respect to the business, financial condition or results of Directors operations of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company Issuer and its Restricted Subsidiaries taken as a whole, whole and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its their respective legal existenceexistences, and the corporate, partnership or other existence of each Restricted SubsidiarySubsidiary of the Company, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary of the Company and the material rights (charter and statutory), licenses and franchises of the Company Issuers and its Restricted their Subsidiaries; provided provided, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five hereofFive, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its the Restricted Subsidiaries; provided PROVIDED that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted SubsidiaryGroup Member, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary Group Member and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted SubsidiariesGroup Member; provided provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries Group Member if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Group Member, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the HoldersNoteholders.

Legal Existence. Subject to Article Five 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided provided, however, that the Company shall not be required to preserve any such -------- ------- right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

Legal Existence. Subject to Article Five 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, existence and the corporate, partnership or other existence of each Restricted Subsidiary, Subsidiary in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the HoldersNoteholders.