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

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties and will not, and will not cause or permit any of the other Transaction Parties to, convert to a limited liability company or limited liability partnership. The Borrower (i) will cause all of its properties and those of the other Transaction Parties used or useful in the conduct of its business or the business of the other Transaction Parties to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as a whole.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company (or limited liability partnershipthe equivalent thereof in any foreign jurisdiction). The Borrower It (ia) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 Section 6.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as its Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (ia) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 (S)9.6 shall prevent the Borrower from -------- discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The Borrower Each 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, or limited partnership existence and rights and franchises and those of the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower Each of the Borrowers (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 Section 9.6 shall prevent any of the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower Borrowers and the other Transaction Parties, considered as their Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower Except for the transactions contemplated by the Merger, each 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties their Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (ia) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties 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 provided that nothing in this ss.8.6 shall prevent the any Borrower from discontinuing the operation and maintenance of any of its properties (including, without limitation, the Restructuring) or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the such Borrower and the other Transaction Parties, considered as its Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipmentorder, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 §7.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do would not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The Except as otherwise required to effect the Merger, 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 the other Transaction Parties and will not, and will not cause or permit any of the other Transaction Parties to, convert to a limited liability company or limited liability partnership. The Borrower (i) will cause all of its properties and those of the other Transaction Parties used or useful in the conduct of its business or the business of the other Transaction Parties to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 [Section]8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as a whole.

Corporate Existence; Maintenance of Properties. 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 material rights, and those of its Subsidiaries except to the other Transaction Parties and will not, and extent that the Borrower's failure to do so will not cause or permit any of the other Transaction Parties to, convert to have a limited liability company or limited liability partnershipMaterial Adverse Effect. The Borrower (ia) will cause all of its material properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (iib) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 ss.5.01 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment reasonable discretion of the Borrower, desirable in the conduct of its or their business and that do would not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The Each 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnership. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 shall prevent the any Borrower from -------- discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and CTI and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries or CTI to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 ss.7.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as its Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (ia) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order order, normal wear and tear excepted, and supplied with all necessary equipment, (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 Section 8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as its Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. 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 its Subsidiaries and, without the other Transaction Parties and consent of the Agent, will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (ia) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 Section 9.6 shall prevent the Borrower from dissolving, merging (to the extent permitted by Section 10.5.1 hereof) or otherwise discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The 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 and material franchises and those of the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties used or useful in its Subsidiaries necessary for the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be reasonably maintained and kept in reasonably good condition, repair and working order and supplied with all reasonably necessary equipment, (ii) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be reasonably 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED that nothing in this ss.8.6 ss.9.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as its Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipmentorder, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 Section 7.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do would not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The Borrower Parent and the Company 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 franchises and those of its Significant Subsidiaries except that to the other Transaction Parties and will not, and will extent that the failure to do so could not cause or permit any of the other Transaction Parties to, convert reasonably be expected to have a limited liability company or limited liability partnershipMaterial Adverse Effect. The Borrower Each (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order subject to ordinary wear and tear and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower Parent or the Company, as the case may be, that 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 Section 8(h) shall prevent the Borrower Parent or the Company from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties their Subsidiaries if such discontinuance is, in the judgment of the BorrowerParent or Company, as the case may be, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as Credit Parties on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower Each 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnership. The Borrower Each of the Borrowers (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by it or them and in related businesses; PROVIDED that nothing in this ss.8.6 Section 8.6 shall prevent any of the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance isdiscontinuances are, in the judgment of the such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower Borrowers and the other Transaction Parties, considered as their Subsidiaries on a wholeconsolidated basis.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnership. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The Each 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipmentorder, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 §7.6 shall prevent the any Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the such Borrower, desirable in the conduct of its or their business and that do would not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. 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 the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnership. The Borrower It (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 ss.6.6 shall prevent the Borrower from -------- discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. 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 its Subsidiaries and, without the other Transaction Parties and consent of the Agent, will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company or limited liability partnershipcompany. The Borrower It (ia) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iiic) will, and will cause each of the other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 Section 8.6 shall prevent the Borrower from dissolving, merging (to the extent permitted by the Loan Documents) or otherwise discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as have a wholeMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. The Borrower Each 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, or limited partnership existence and rights and franchises and those of the other Transaction Parties its Subsidiaries and will not, and will not cause or permit any of the other Transaction Parties its Subsidiaries to, convert to a limited liability company an unlimited or limited liability partnershipcompany. The Borrower Each of the Borrowers (i) will cause all of its properties and those of the other Transaction Parties its Subsidiaries used or useful in the conduct of its business or the business of the other Transaction Parties its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the 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 other Transaction Parties its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; PROVIDED provided that nothing in this ss.8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of the other Transaction Parties if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and the other Transaction Parties, considered as a whole.in