The Parent will, and will cause each of the Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its (a) existence and (b) franchises, licenses and permits in each case to the extent material; provided , however , that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by Parent or any of the Restricted Subsidiaries in accordance with Section 10.02 , (ii) the abandonment by Parent or any of the Restricted Subsidiaries of any franchises, licenses or permits that Parent reasonably determines are no longer material to the operations of Parent and its Restricted Subsidiaries taken as a whole, or (iii) in the case of clause (b) above, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect.