Existence. Each of the Borrower and its Subsidiaries is duly organized, validly existing, and (to the extent the concept is applicable in such jurisdiction) in good standing under the laws of the jurisdiction of its incorporation or formation and in good standing and qualified to do business in each jurisdiction where its ownership or lease of property or conduct of its business requires such qualification and where a failure to be in good standing and so qualified could reasonably be expected to have a Material Adverse Effect.

Existence. Except as permitted by Section 6.6, preserve and keep in full force and effect, at all times, its existence.

Corporate Existence, Compliance with Laws, Etc. The [[Organization A:Organization]] will # maintain its corporate existence and # comply, and cause each Subsidiary to comply, with all applicable laws, statutes, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and applicable Environmental Laws, except for any non-compliance which would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect. The [[Organization A:Organization]] will maintain in effect policies and procedures reasonably designed to ensure compliance by the [[Organization A:Organization]], its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Awards to Corporate participants will be based on their Guideline Incentive (eligible salary multiplied by the applicable guideline percentage) multiplied by the Corporate Final Performance Index. The Corporate Final Performance Index shall be based on the consolidated financial performance of the Company including Graybar Corporate, districts, zones and all subsidiaries as determined from time to time in accordance with guidelines adopted by the Board.

Section # Corporate Existence. [[Organization B:Organization]] will use commercially reasonable efforts to preserve and continue the corporate existence of [[Organization B:Organization]] during the Commitment Period.

Section # Corporate Existence 55

Section # Partnership/Corporate Existence. Preserve and maintain its existence, rights, franchises, and privileges in the jurisdiction of Borrower’s formation.

67 [Section 6.04]. Preservation of Corporate Existence, Etc.

SECTION # Corporate Existence, Compliance with Laws, Etc. 5965

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company's assets, except with the prior written consent of the Buyer.