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

Corporate Existence; Maintenance of Properties. Each of the Borrower and the Parent 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, except as otherwise permitted by 8.5.1. Each of the Borrower and the Parent (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business now conducted by them and in similar or related businesses; provided that nothing in this 7.6 shall prevent the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower or the Parent, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower, the Parent and their Subsidiaries. 7.7.

Corporate Existence; Maintenance of Properties. Each of SRI and the Borrower and the Parent 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 their Subsidiaries, except as otherwise permitted by 8.5.1. Each of the Borrower and the Parent (ia) will cause all of its properties and those of its their Subsidiaries used or useful in the conduct of its business or the business of its their 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 or the Parent 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 its their Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided PROVIDED that nothing in this 7.6 ss.8.6 shall prevent SRI or the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries (unless such Subsidiary is the Borrower) if such discontinuance is, in the judgment of the Borrower SRI or the ParentBorrower, 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 BorrowerSRI, the Parent Borrower and their Subsidiaries. 7.7Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of AmeriKing, --------- ---------- ----------- -- ---------- Holdings and the Borrower and the Parent 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, Subsidiaries except as otherwise permitted by 8.5.1. Each under (S)9.5.1 hereof or the dissolution of any Subsidiary of the Borrower whose operation has been discontinued if such dissolution is, in the judgment of the Borrower, desirable in the conduct of its business and does not materially adversely affect the business of the Borrower and the Parent its Subsidiaries on a consolidated basis. Each (ia) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 AmeriKing, Holdings and the Borrower or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 (S)8.6 shall -------- prevent AmeriKing, Holdings or the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower AmeriKing, Holdings or the ParentBorrower, as the case may be, desirable in the conduct of its or their business and that do does not in the aggregate materially adversely affect the business of the BorrowerAmeriKing, Holdings, the Parent Borrower and their Subsidiaries. 7.7Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of SRI and the Borrower and the Parent 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 their Subsidiaries, except as otherwise permitted by 8.5.1. Each of the Borrower and the Parent (ia) will cause all of its properties and those of its their Subsidiaries used or useful in the conduct of its business or the business of its their 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 or the Parent 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 its their Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided PROVIDED that nothing in this 7.6 ss.7.6 shall prevent SRI or the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries (unless such Subsidiary is the Borrower) if such discontinuance is, in the judgment of the Borrower SRI or the ParentBorrower, 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 BorrowerSRI, the Parent Borrower and their Subsidiaries. 7.7Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Borrower and the Parent 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 Subsidiariestheir Subsidiaries and, except as otherwise permitted by 8.5.1without the consent of the Agent, will not, and will not cause or permit any of their Subsidiaries to, convert to a limited liability company. Each of the Borrower and the Parent (ia) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipmentequipment (ordinary wear and tear excepted), (iib) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such Borrower or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 Section 9.6 shall prevent the Borrower Borrowers from dissolving, merging (to the extent permitted by Section 10.5.1 hereof) or the Parent from otherwise discontinuing the operation and maintenance of any of its properties or any of those of its their Subsidiaries if such discontinuance is, in the judgment of the Borrower or the Parentsuch Borrower, desirable in the conduct of its or their business and or that do does not in the aggregate materially adversely affect the business of the Borrower, the Parent and their Subsidiaries. 7.7have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. Each of the Borrower Parent and the Parent 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 franchises and those of its their Subsidiaries, without at least thirty (30) days prior written notice to the Administrative Agent, except as otherwise permitted by 8.5.1to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. Each of the Borrower and the Parent It (i) will cause all of its properties and those of its their Significant Subsidiaries used or useful in the conduct of its business or the business of its their 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) 92 -83- will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Parent or, as the case may be, the Borrower or the Parent 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 its their Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 Section 10.6 shall prevent the Borrower Parent or the Parent Borrower from discontinuing the operation and maintenance of any of its properties or those of its their Subsidiaries if such discontinuance is, in the judgment of the Borrower or Parent or, as the Parentcase may be, 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 BorrowerParent, the Parent Borrower and each of their Subsidiaries. 7.7Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of HBOC and the Borrower and the Parent 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 their Subsidiaries, except as otherwise permitted by 8.5.1. Each of HBOC and the Borrower and the Parent (ia) will cause all of its material properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 HBOC and the Borrower or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 Section 8.6 shall prevent HBOC or the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower HBOC or the ParentBorrower, 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 BorrowerHBOC, the Parent Borrower and their Subsidiaries. 7.7Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the The Borrower and the Parent 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 SubsidiariesSubsidiaries and will not, except as otherwise permitted by 8.5.1and will not cause or permit any of its Subsidiaries to, convert to a limited liability company. Each of the Borrower and the Parent It (ia) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 (S)7.6 shall prevent the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower or the ParentBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower, the Parent Borrower and their Subsidiaries. 7.7its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of Holdings and the Borrower and the Parent 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, Subsidiaries except as otherwise permitted by 8.5.1. Each under (S)9.5.1 hereof or the dissolution of any Subsidiary of the Borrower whose operation has been discontinued if such dissolution is, in the judgment of the Borrower, desirable in the conduct of its business and does not materially adversely affect the business of the Borrower and the Parent its Subsidiaries on a consolidated basis. Each (ia) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 Holdings and the Borrower or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 (S)8.6 shall prevent Holdings or the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower Holdings or the ParentBorrower, as the case may be, desirable in the conduct of its or their business and that do does not in the aggregate materially adversely affect the business of the BorrowerHoldings, the Parent Borrower and their Subsidiaries. 7.7Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the The Borrower and the Parent 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, Subsidiaries except as otherwise permitted by 8.5.1. Each under (S)10.5.1 hereof or the dissolution of any Subsidiary of the Borrower whose operation has been discontinued if such dissolution is, in the judgment of the Borrower, desirable in the conduct of its business and does not materially adversely affect the business of the Borrower and the Parent its Subsidiaries on a consolidated basis. It (ia) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 -------- (S)9.6 shall prevent the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower or the Parent, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower, the Parent and their Subsidiaries. 7.7.-58-

Corporate Existence; Maintenance of Properties. Each of the The Borrower and the Parent --------- --------- ----------- -- ---------- will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights material rights, franchises and franchises Proprietary Rights and those of its SubsidiariesSubsidiaries except to the extent that the Borrower's failure to do so will not have a materially adverse effect on the assets, except as otherwise permitted by 8.5.1. Each financial condition or business of the Borrower and the Parent its Material Subsidiaries, taken as a whole. It (ia) will cause all of its material properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 or the Parent 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 its Material Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 section 5.5 shall prevent the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or those of its Material Subsidiaries if such discontinuance is, in the sole judgment of the Borrower or the ParentBorrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower, the Parent Borrower and their Subsidiaries. 7.7its Material Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. Each of the Borrower and the Parent will ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, existence and material rights and franchises and those of its Subsidiaries, except as otherwise permitted by 8.5.1and Borrower will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company or partnership. Each of the Borrower and the Parent (i) will cause all of its properties Properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 or the Parent 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 except as otherwise expressly permitted herein, and will cause each of its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that -------- nothing in this 7.6 subsection 7.1.15 shall prevent the Borrower or the Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries or from dissolving any Subsidiary of the Borrower if such discontinuance or dissolution is, in the judgment of the Borrower or the ParentBorrower, 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, the Parent and their Subsidiaries. 7.7have a Material Adverse Effect (other than with respect to such dissolved Subsidiary).

Corporate Existence; Maintenance of Properties. Each of the Borrower and the Parent The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, existence and rights and franchises and those of its SubsidiariesSubsidiaries and will not, except as otherwise permitted by 8.5.1and will not cause or permit any of its Subsidiaries to, convert to a limited liability company. Each of the Borrower and the Parent It (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of 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 or the Parent 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 its Subsidiaries to, continue to engage primarily in the principal lines of business businesses now conducted by them and in similar or related businesses; provided that nothing in this 7.6 subsection 5.2 shall prevent the Borrower or the Parent Company from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower or the ParentCompany, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower, the Parent Company and their Subsidiaries. 7.7its Subsidiaries on a consolidated basis.