Common use of Corporate Existence; Maintenance of Properties Clause in Contracts

Corporate Existence; Maintenance of Properties. The Company will, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, nothing in this 9.7 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution or liquidation, consolidation or merger is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Holdings and the Company willwill do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights and those of the Subsidiaries and will not, and the Company will not cause each or permit any of the other Hasbro Companies Subsidiaries to, maintain its legal existence convert to a limited liability company. Each of Holdings and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company (i) will cause all of its properties and those of the other Hasbro Companies Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and the Company will cause each of the Hasbro Companies to Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 subsection 5.2 shall prevent Holdings or the Company from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Company, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company and its the Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company will, and will cause each of the other Hasbro Companies to, maintain its legal Subsidiaries will preserve and keep in full force and effect its existence and good standing under the laws of franchises necessary to its jurisdiction of incorporationand its Subsidiaries' businesses, maintain its qualification to do business in each state in which except as otherwise permitted by this Agreement or where the failure to do so would not have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries will engage in any line of business other than those presently conducted thereby, presently proposed to be conducted, or reasonably related thereto (it being understood that this Section 7.3 shall not prohibit the Company or any of its Subsidiaries from owning or operating restaurants in addition to or other than those currently owned or operated by the Company or its Subsidiaries, so long as at least 75% of the consolidated revenues of the Company and its Subsidiaries are derived from the Base Business). The Company and each of its Subsidiaries will maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its material properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable ordinary wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, that nothing in this 9.7 Section 7.3 shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, such 38 39 properties if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Company, desirable in the conduct of the such Person's business of the Company and its Subsidiaries on a consolidated basis and which do does not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable ordinary wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willSubject to ---------------------------------------------- (S)10.5 hereof, and will cause each of the other Hasbro Companies toBorrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct and those of its businesstheir Non-Excluded Subsidiaries. The Company Each (a) will cause all of its properties and those of the other Hasbro Companies its Non-Excluded Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Non-Excluded Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Non-Excluded Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businessesRelated Businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 (S)9.6 shall -------- prevent any of the Company Borrowers from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, their Non-Excluded Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Borrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss 8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willEach of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate or limited partnership existence and rights and those of its Subsidiaries and will not, and will not cause each or permit any of its Subsidiaries to, convert an unlimited or limited liability company. Each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company Borrowers (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 §9.6 shall prevent any of the Company Borrowers from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Borrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrowers and their Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do ---------------------------------------------- or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 -------- (S)9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willEach of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 §9.6 shall prevent any of the Company Borrowers from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Borrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrowers and their Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, properties if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrower and its Subsidiaries, considered as a Material Adverse Effectwhole.

Corporate Existence; Maintenance of Properties. The Company willSuch Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company Such Borrower (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable ordinary wear and tear excepted and damage by fire and other casualty which is fully covered by insurance excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.8.6 shall prevent the Company any Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiaries (unless such Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, is a Borrower hereunder) if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Borrower, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effector their business.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, PROVIDED that nothing in this 9.7 ss.7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which do that does not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under convert to a limited liability company unless the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary Borrower has provided at least thirty (30) days prior written notice thereof to the conduct Agent and executed and delivered all such documents and instruments as the Agent may reasonable request in light of its businesssuch conversion on or prior to the effective date of such conversion. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company Borrower (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which do would not in the aggregate have a Material Adverse Effect. 8.7.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company or limited liability partnership. The Company Borrower (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 6.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, Subsidiaries or from dissolving or liquidating terminating the corporate existence of any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution discontinuance or liquidation, consolidation or merger termination is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willEach of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies their Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businessesbusinesses and those business acquired in any Permitted Acquisition; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.8.6 shall prevent the Company any Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company such Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willExcept as otherwise permitted by Section 6.2 hereof, the Borrower will do or cause to be done, and will cause each of the other Hasbro Companies toits Consolidated Subsidiaries to do or cause to be done, maintain all things necessary to preserve and keep in full force and effect its legal existence and good standing under the laws of its jurisdiction of incorporationincorporation or formation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its the rights and franchises reasonably necessary to the conduct of the business of the Borrower or its businessConsolidated Subsidiaries considered as a whole. The Company Except as otherwise permitted herein, it will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies such Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, that nothing in this 9.7 Section 5.4 shall prevent the Company Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower or such Subsidiary, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which do not result in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, PROVIDED that nothing in this 9.7 ss.7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willBorrower will ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that -------- nothing in this 9.7 (S)8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, assets or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company Subject to the actions permitted by Section 9.6, the Borrower will, and will cause each of the other Hasbro Companies its Subsidiaries to, maintain do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence corporate existence, rights and good standing under franchises. Subject to the laws actions permitted by Section 9.6, the Borrower will, and will cause each of its jurisdiction of incorporationSubsidiaries to, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will (i) cause all of its material properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies such Subsidiary to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will equipment, (ii) cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to (iii) continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, PROVIDED that nothing in this 9.7 Section 8.6 shall prevent the Company Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, properties if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrower and its Subsidiaries taken as a Material Adverse Effectwhole.

Corporate Existence; Maintenance of Properties. The Company will--------------------------------------------------- Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights, franchises and will cause each of the other Hasbro Companies to, maintain its legal existence Proprietary Rights and good standing under the laws those of its jurisdiction of incorporation, maintain its qualification Subsidiaries except to do business in each state in which the extent that the Borrower's failure to do so would could not reasonably be expected to have a materially adverse effect on the assets, financial condition or business of the Borrower and its Material Adverse EffectSubsidiaries, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesstaken as a whole. The Company It (a) will cause all of its material properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all reasonably necessary equipment and equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 6.5 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Material Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the sole judgment of the CompanyBorrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Company Borrower and its Material Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights, franchises and will cause each of the other Hasbro Companies to, maintain its legal existence Proprietary Rights and good standing under the laws those of its jurisdiction of incorporation, maintain its qualification Subsidiaries except to do business in each state in which the extent that the Borrower's failure to do so would will not have a materially adverse effect on the assets, financial condition or business of the Borrower and its Material Adverse EffectSubsidiaries, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesstaken as a whole. The Company It (a) will cause all of its material properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all reasonably necessary equipment and equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 5.5 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Material Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the sole judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrower and its Material Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company or a limited liability partnership. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment; (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the reasonable judgment of the CompanyBorrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis. 7.7.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 v 7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of the Guarantors and will not, and will not cause each or permit any of the other Hasbro Companies Guarantors to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, PROVIDED that nothing in this 9.7 ss.8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willExcept as permitted under Section 9.5.1 hereof, the Parent and will cause each of the other Hasbro Companies toBorrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to and those of the conduct of its businessParent's other Subsidiaries. The Company Parent and each of the Borrowers (a) will cause all of its properties and those of the Parent's other Hasbro Companies Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies such Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company such Person may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and the Parent will cause each of the Hasbro Companies to its other Subsidiaries to, continue to engage primarily in the businesses now conducted by them or as contemplated by the Takeover Documents and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 8.6 shall prevent the Company Parent or any of the Borrowers from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Parent's other Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Person, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Company Parent and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the 57 aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willwill do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct and those of its businessSubsidiaries. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 7.6 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Company, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willEach of the Parent Companies and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of their Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies their Subsidiaries to, maintain change its current legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businessform. The Company They (a) will cause all of its their properties and those of the other Hasbro Companies their Subsidiaries used or useful in the conduct of its their business or the business of the Hasbro Companies their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.9.6 shall prevent any of the Company Parent Companies or the Borrower from discontinuing the operation and maintenance of any of its properties, their properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, their Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyParent Companies and the Borrower, desirable in the conduct of the their or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Parent Companies, the Borrower and their Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 §9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, PROVIDED that nothing in this 9.7 Section 8.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willHoldings will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and rights and those of the Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company Holdings (i) will cause all of its properties and those of the other Hasbro Companies Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Holdings may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 subsection 5.2 shall prevent the Company Holdings from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyHoldings, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of Holdings and the Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 (S)7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company or limited liability partnership. The Company Borrower (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 sect.6.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, Subsidiaries or from dissolving or liquidating terminating the corporate existence of any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution discontinuance or liquidation, consolidation or merger termination is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis. 6.7.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Significant Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Significant Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Significant Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Significant Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in Substantially the businesses now conducted by them and in related businessesSame Business; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.7.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws those of its jurisdiction of incorporation, maintain its qualification Subsidiaries except to do business in each state in which the extent that the Borrower's failure to do so would will not have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company Borrower (a) will cause all of its material properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all reasonably necessary equipment and equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section.5.01 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment reasonable discretion of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which do would not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willEach of the ---------------------------------------------- Parent and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of their Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies their Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Parent and the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 (S)10.6 shall prevent the Company -------- Parent and the Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, their Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyParent and the Borrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Parent, the Borrower and their respective Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willwill do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate existence of each Subsidiary; provided that, so long as before and will cause each after giving effect thereto no Default shall have occurred and be continuing, the Company may 50 terminate the existence of Global Stone Oakville, Inc., a Canadian corporation, if such termination is, in the good faith judgment of the other Hasbro Companies toBoard of Directors of Global Stone Oakville, maintain its legal existence and good standing under Inc., desirable in the laws conduct of its jurisdiction of incorporation, maintain its qualification business and such dissolution could not reasonably be expected to do business in each state in which the failure to do so would have a Material Adverse Effect, . The Company will do or cause to be done all things necessary to preserve and maintain all of keep in full force and effect its material rights and franchises reasonably necessary to the conduct and those of its businessSubsidiaries. The Company (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable order, ordinary wear and tear excepted, (ii) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 6.6 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Company, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which do that could not in the aggregate reasonably be expected to have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willSuch Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate (or similar) existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company Such Borrower (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable ordinary wear and tear excepted and damage by fire and other casualty which is fully covered by insurance excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.10.6 shall prevent the Company any Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiaries (unless such Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, is a Borrower hereunder) if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the Companysuch Borrower, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effector their business.

Corporate Existence; Maintenance of Properties. The Company willEach of the Parent Companies and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of their Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies their Subsidiaries to, maintain change its current legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businessform. The Company They (a) will cause all of its their properties and those of the other Hasbro Companies their Subsidiaries used or useful in the conduct of its their business or the business of the Hasbro Companies their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 §9.6 shall prevent any of the Company Parent Companies or the Borrower from discontinuing the operation and maintenance of any of its properties, their properties or any of those of its their Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, discontinuance or dissolution or liquidation, consolidation or merger is, in the judgment of the CompanyParent Companies and the Borrower, desirable in the conduct of the their or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Parent Companies, the Borrower and their Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Company Borrower and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company will, and will cause each Each of the other Hasbro Companies toBorrower and the Holding Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary and those of their Subsidiaries and will not cause or permit any of their Subsidiaries (other than UK Holdings and the UK Subsidiary) to, convert to a limited liability company. Each of the conduct of its business. The Borrower and the Holding Company will (a) cause all of its their properties and those of the other Hasbro Companies their Subsidiaries used or useful in the conduct of its such Person's business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable normal wear and tear excepted) and supplied with all necessary equipment and will equipment, (b) cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) continue and will cause each of the Hasbro Companies its Subsidiaries to continue continue, to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, PROVIDED that nothing in this 9.7 SECTION 9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the best judgment of the CompanyBorrower, (x) desirable in the conduct of its or their business and (y) will not in the aggregate materially adversely affect the business of the Holding Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willBorrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businessfranchises. The Company It (a) will cause all of its properties and those of the other Hasbro Companies used or useful necessary in the conduct of its business or the business of the Hasbro Companies to be be, in all material respects, maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment equipment, provided, however, in the event of a casualty affecting any property of the Borrower, the Borrower shall use due diligence in repairing or replacing such property, and, so long as the Borrower is using due diligence in repairing or replacing such property and to the extent insurance proceeds are held by the Agent, the Agent has made such proceeds available to the Borrower in the manner and to the extent provided on the Security Documents, no Default or Event of Default shall occur as a result of such casualty unless the passage of time for such repair or replacement would have a materially adverse effect on the Borrower, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will cause each of the Hasbro Companies to continue to engage primarily in the businesses business now conducted by them it and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 9.6 shall prevent the Company Borrower from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, properties if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyBorrower, desirable in the conduct of its business and does not materially adversely affect the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse EffectBorrower.