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, material rights, franchises and Proprietary Rights and those of its Subsidiaries, except to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition or business of the Borrower and its Material Subsidiaries, taken as a whole. The Borrower (a) 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, (b) 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 (c) will, and will cause each of its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 shall prevent the Borrower 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, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Borrower and its Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreement.

Corporate Existence; Maintenance of Properties. The Borrower Company will, and will do or cause to be done all things necessary to preserve each of the other Hasbro Companies and keep in full force Hasbro SA to, maintain its legal existence and effect its corporate existence, material rights, franchises and Proprietary Rights and those good standing under the laws of its Subsidiariesjurisdiction of incorporation, except maintain its qualification to do business in each state in which the extent that the Borrower’s failure to do so could not reasonably be expected to would have a materially adverse effect on Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the assets, financial condition or business conduct of the Borrower and its Material Subsidiaries, taken as a wholebusiness. The Borrower (a) Company will cause all of its material properties and those of its Subsidiaries the other Hasbro Companies used or useful in the conduct of its business or the business of its Subsidiaries the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all reasonably necessary equipment, (b) equipment and will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower 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 its Material Subsidiaries to, the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided that provided, however, Page 74 that, subject to the provisions of section 10.5.2 hereof, nothing in this §6.5 section 9.7 shall prevent any Asset Sale permitted by section 10.5.2 hereof, or prevent the Borrower Company from discontinuing the operation and maintenance of any of its properties properties, or those of its Material Subsidiaries 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, dissolution or liquidation, consolidation or merger is, in the sole judgment of the BorrowerCompany, desirable in the conduct of the business of the Company and its or their business Subsidiaries on a consolidated basis and does not in the aggregate materially adversely affect the business of the Borrower and its have a Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this AgreementAdverse 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 (except as otherwise permitted by Section 8.5 hereof) corporate existence, material rights, and its rights and franchises and Proprietary Rights necessary for the conduct of its business and those of its Subsidiariesthe Designated Subsidiaries and will not, except to the extent that the Borrower’s failure to do so could and will not reasonably be expected to have a materially adverse effect on the assets, financial condition cause or business permit any of the Borrower and its Material SubsidiariesDesignated Subsidiaries to, taken as convert to a wholelimited liability company. The Borrower Each of the Borrowers (ai) will cause all of its material properties and those of its the Designated Subsidiaries used or useful necessary in the conduct of its business or the business of its Designated Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (bii) will will, within thirty (30) days of any need therefor, cause to be made or, if not practicable to be completed within such thirty (30) day period, commenced (so long as such Borrower or Designated Subsidiary diligently causes and continues to cause to be made) all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Material the Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 Section 7.6 shall prevent the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Material the Designated Subsidiaries if such discontinuance is, in the sole judgment of either of the Borrowerboards of directors of the Borrowers, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower Borrowers and its Material the Designated Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreement.

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 (except as otherwise permitted by Section 11.5 hereof) corporate or similar existence, and its material rights, rights and franchises and Proprietary Rights necessary for the conduct of its business and those of its Subsidiariesthe Designated Subsidiaries and will not, except to the extent that the Borrower’s failure to do so could and will not reasonably be expected to have a materially adverse effect on the assets, financial condition cause or business permit any of the Borrower and its Material SubsidiariesDesignated Subsidiaries to, taken as convert to a wholelimited liability company. The Borrower Each of the Borrowers (ai) will cause all of its material properties and those of its the Designated Subsidiaries used or useful necessary in the conduct of its business or the business of its Designated Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, unless failure to do so would not have a materially adverse effect on the property, assets, financial condition or business of the Borrowers and the Designated Subsidiaries, considered as a whole, (bii) will will, within thirty (30) days of any need therefor, cause to be made or, if not practicable to be completed within such thirty (30) day period, commenced (so long as such Borrower or Designated Subsidiary diligently causes and continues to cause to be made) all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Material the Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 Section 10.6 shall prevent the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Material the Designated Subsidiaries if such discontinuance is, in the sole judgment of any of the Borrowerboards of directors of the Borrowers, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower Borrowers and its Material the Designated Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreement.

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, material rights, rights and franchises and Proprietary Rights and those of its SubsidiariesRestricted Subsidiaries and will not, except and will not cause or permit any of its Restricted Subsidiaries to, convert to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition limited liability company or business of the a limited liability partnership. Each Borrower and its Material Subsidiaries, taken as a whole. The Borrower (a) will cause all of its material properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of its their Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the each 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 its Material Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 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 its Material Subsidiaries Restricted Subsidiaries, including the existence of any Restricted Subsidiary of any of the Borrowers or the conversions of any Restricted Subsidiary of the Borrowers to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the sole judgment of the such Borrower, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower and its have a Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied Adverse Effect and, with respect to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part conversions of a transaction Borrower or series of related transactions changing, any a Restricted Subsidiary of the Borrower from a corporation into to a limited liability company or other legal entitylimited liability partnership, simultaneously with such conversion, such Borrower or Restricted Subsidiary shall not be have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue such Borrower's or be deemed to be (i) prohibited or otherwise restricted by the provisions such Restricted Subsidiary's obligations in respect of this §6.5 or any Credit Agreement and the other provisions of this AgreementLoan Documents. Specifically, (ii) a breach of §5.1(a) or a breach of any other representations or warranties but not in limitation of the foregoing, the US Borrower contained and each of the US Guarantors will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in this Agreement, (iii) a breach light of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreementall the relevant facts and circumstances.

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, material rights, rights and franchises and Proprietary Rights and those of its SubsidiariesRestricted Subsidiaries and will not, except and will not cause or permit any of its Restricted Subsidiaries to, convert to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition limited liability company or business of the Borrower and its Material Subsidiaries, taken as a wholelimited liability partnership. The Each Borrower (a) will cause all of its material properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of its their Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the each 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 its Material Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 (S)9.6 shall prevent any of the Borrower Borrowers from -------- discontinuing or reducing the level of the operation and or maintenance of any of its properties or any of those of its Material Restricted Subsidiaries if such discontinuance is, in the sole reasonable judgment of the such Borrower, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower Borrowers and its Material their Restricted Subsidiaries on a consolidated basis. Anything Specifically, but not in this Agreement express or implied to limitation of the contrary notwithstandingforegoing, the creation, organization or formation, US Borrower and continuing existence each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as a direct or indirect Subsidiary is reasonable and prudent in light of all the Borrower, of one or more limited liability companies or other legal entities, relevant facts and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreementcircumstances.

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, rights and franchises and Proprietary Rights and those of its Subsidiaries, except to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition or business of the Borrower and its Material Subsidiaries, taken as a whole. The BorrowerIt (a) 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, (b) will make or 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 (c) will, and will cause each of its Material Subsidiaries (other than the License Subsidiaries) to, continue to engage primarily in the radio broadcasting and/or publishing businesses now conducted by each of them and in related businesses, (d) will cause each of its License Subsidiaries to engage solely in the business of holding the FCC Licenses necessary for the Operating Subsidiaries to operate the Stations operated by each of them and (e) will, and will cause each of its Subsidiaries to, obtain, maintain, preserve, renew, extend and keep in full force and effect all permits, rights, licenses, franchises, authorizations patents, trademarks, copyrights and privileges necessary for the proper conduct of its business, including FCC Licenses; provided that nothing in this §6.5 Section 9.6 shall prevent the Borrower 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, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Borrower and its Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreement.

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, franchises and Proprietary Rights and those of its Subsidiaries, except to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition or business of the Borrower and its Material Subsidiaries, taken as a whole. The Borrower (a) 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, (b) 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 (c) will, and will cause each of its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 shall prevent the Borrower 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, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of the Borrower and its Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreement.the

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, material rights, rights and franchises and Proprietary Rights and those of its SubsidiariesRestricted Subsidiaries and will not, except and will not cause or permit any of its Restricted Subsidiaries to, convert to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition limited liability company or business of the Borrower and its Material Subsidiaries, taken as a wholelimited liability partnership. The Each Borrower (a) will cause all of its material properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of its their Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the each 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 its Material Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 (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 its Material Subsidiaries Restricted Subsidiaries, including the existence of any Restricted Subsidiary of any of the Borrowers or the conversions of any Restricted Subsidiary of the Borrowers to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the sole judgment of the such Borrower, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower and its have a Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied Adverse Effect and, with respect to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part conversions of a transaction Borrower or series of related transactions changing, any a Restricted Subsidiary of the Borrower from a corporation into to a limited liability company or other legal entitylimited liability partnership, simultaneously with such conversion, such Borrower or Restricted Subsidiary shall not be have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue such Borrower's or be deemed to be (i) prohibited or otherwise restricted by the provisions such Restricted Subsidiary's obligations in respect of this §6.5 or any Credit Agreement and the other provisions of this AgreementLoan Documents. Specifically, (ii) a breach of §5.1(a) or a breach of any other representations or warranties but not in limitation of the foregoing, the US Borrower contained and each of the US Guarantors will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in this Agreement, (iii) a breach light of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreementall the relevant facts and circumstances.

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, rights and franchises and Proprietary Rights and those of its SubsidiariesRestricted Subsidiaries and will not, except and will not cause or permit any of its Restricted Subsidiaries to, convert to the extent that the Borrower’s failure to do so could not reasonably be expected to have a materially adverse effect on the assets, financial condition limited liability company or business of the Borrower and its Material Subsidiaries, taken as a wholelimited liability partnership. The BorrowerIt (ai) will cause all of its material properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (bii) 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 (ciii) will, and will cause each of its Material Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 ss.8.6 shall prevent the Borrower from discontinuing or reducing the level of the operation and or maintenance of any of its properties or any of those of its Material Restricted Subsidiaries if such discontinuance is, in the sole reasonable judgment of the Borrower, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower and its Material Restricted Subsidiaries on a consolidated basis. Anything Specifically, but not in this Agreement express or implied to limitation of the contrary notwithstandingforegoing, the creation, organization or formation, Borrower and continuing existence each Restricted Subsidiary will maintain such an appropriate FRA Class rating on its railroad lines as a direct or indirect Subsidiary is reasonable and prudent in light of all the Borrower, of one or more limited liability companies or other legal entities, relevant facts and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreementcircumstances.

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 (except as otherwise permitted by Section 9.5 hereof) corporate existence, material rights, and its rights and franchises and Proprietary Rights and those of its Subsidiariesthe Designated Subsidiaries and will not, except to the extent that the Borrower’s failure to do so could and will not reasonably be expected to have a materially adverse effect on the assets, financial condition cause or business permit any of the Borrower and its Material SubsidiariesDesignated Subsidiaries to, taken as convert to a wholelimited liability company. The Borrower Each of the Borrowers (ai) will cause all of its material properties and those of its the Designated 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, (bii) will will, within thirty (30) days of any need therefor, cause to be made or, if not practicable to be completed within such thirty (30) day period, commenced (so long as such Borrower or Designated Subsidiary diligently causes and continues to cause to be made) all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Material the Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §6.5 Section 8.6 shall prevent the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Material the Designated Subsidiaries if such discontinuance is, in the sole judgment of either of the Borrowerboards of directors of the Borrowers, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower Borrowers and its Material the Designated Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this Agreement.

Corporate Existence; Maintenance of Properties. The Borrower Except as expressly permitted by ss.10, the Parent will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, material rights, rights and franchises and Proprietary Rights and those of its SubsidiariesMaterial Subsidiaries and will not, except and will not cause or permit any of its Material Subsidiaries to, convert to the extent a limited liability company PROVIDED, that the Borrower’s failure to do so could foregoing shall not reasonably be expected to have a materially adverse effect on prevent the assets, financial condition termination of corporate existence or business of any Borrower other than Parent if: (a) on the date of termination of such Borrower's corporate existence or business, such Borrower shall have delivered to the Agent a letter terminating all rights of such Borrower to obtain borrowings under this Credit Agreement, and its Material Subsidiarieshas no Loans outstanding under this Credit Agreement; and (b) in the opinion of the Parent's Board of Directors, taken as a wholesuch termination is in the best interests of the Parent, is not disadvantageous to the Banks and is not otherwise prohibited by this Credit Agreement. The BorrowerIt (a) will cause all of its material properties and those of its Material Subsidiaries used or useful in the conduct of its business or the business of its Material Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all reasonably necessary equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower Parent 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 its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this §6.5 ss.9.6 shall prevent the Borrower Parent from discontinuing the operation and maintenance of any of its properties or any of those of its Material Subsidiaries if such discontinuance is, in the sole judgment of the BorrowerParent, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business of the Borrower and its have a Material Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, the creation, organization or formation, and continuing existence as a direct or indirect Subsidiary of the Borrower, of one or more limited liability companies or other legal entities, and the dissolution, termination, winding up, conversion, merger, consolidation or other reorganization of any corporate Subsidiary of the Borrower, in each case, in order to change, or as a part of a transaction or series of related transactions changing, any Subsidiary of the Borrower from a corporation into a limited liability company or other legal entity, shall not be or be deemed to be (i) prohibited or otherwise restricted by the provisions of this §6.5 or any other provisions of this Agreement, (ii) a breach of §5.1(a) or a breach of any other representations or warranties of the Borrower contained in this Agreement, (iii) a breach of (i.e., failure to satisfy) any closing conditions or other conditions precedent in §9.9(d) or in any other provisions of this Agreement, or (iv) any Default or Event of Default under §11 or any other provisions of this AgreementAdverse Effect.