The Company and any Restricted Subsidiary (other than any Immaterial Subsidiary) will (a) do all things necessary to preserve and keep in full force and effect the Company’s existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided , however , that nothing in this Section 8.04 shall prevent (i) the permitting to lapse or termination of the corporate existence and/or the rights and franchises of any Material Subsidiary if such lapse or termination is in the interest of the Company and is not materially disadvantageous to the Lenders, (ii) the Dispositions and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Sections 9.02 or 9.11 , (iii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iv) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.