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 (except as otherwise expressly permitted by the first sentence of Section 5.11), and will do or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower will, and will cause each of its Significant Subsidiaries to, (a) cause all of its properties used and useful in the conduct of its business to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, and (b) cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided that nothing in this Section 5.06 shall prevent the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the sole judgment of the Borrower or its Subsidiary, as the case may be, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business, properties or financial condition of the Borrower and its Subsidiaries, taken as a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriate.

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 (except as otherwise expressly permitted by the first sentence of Section 5.11)existence, rights and will do or cause to be done all things commercially reasonable to preserve franchises and keep in full force and effect its franchises; and the Borrower will, and will cause each those of its Significant Subsidiaries to, Subsidiaries. It (a) will cause all of its properties and those of its Subsidiaries used and 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, and (b) will make or cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) may be necessary, necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will, and will cause each of its 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 Section 5.06 9.6 shall prevent the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties or those of its Subsidiaries if such discontinuance is, in the sole judgment of the Borrower or its Subsidiary, as the case may beBorrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business, properties or financial condition business of the Borrower and its Subsidiaries, taken as Subsidiaries on a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriateconsolidated basis.

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 (except as otherwise expressly permitted by the first sentence existence, rights and franchises and those of Section 5.11)its Restricted Subsidiaries and will not, and will do not cause or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower will, and will cause each permit any of its Significant Restricted Subsidiaries to, convert to a limited liability company or a limited liability partnership. Each Borrower (a) will cause all of its properties and those of its Restricted Subsidiaries used and or useful in the conduct of its business or the business of their Restricted Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, and (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the each Borrower or its Significant Subsidiaries (as applicable) may be necessary, 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 Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 5.06 (Section)9.6 shall prevent the Borrower or any of its Subsidiaries the Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its 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 Borrower or its Subsidiary, as the case may besuch Borrower, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect have a Material Adverse Effect and, with respect to the businessconversions of a Borrower or a Restricted Subsidiary to a limited liability company or limited liability partnership, properties simultaneously with such conversion, such Borrower or financial condition Restricted Subsidiary shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue such Borrower's or such Restricted Subsidiary's obligations in respect of this Credit Agreement and the other Loan Documents. Specifically, but not in limitation of the foregoing, the US Borrower and its Subsidiaries, taken as a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability each of the Borrower or any of US Guarantors will maintain such an appropriate FRA Class rating on its Subsidiaries to sell or dispose railroad lines as is reasonable and prudent in light of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate facts and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriatecircumstances.

Corporate Existence; Maintenance of Properties. The Each of the Borrower and the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence (except as otherwise expressly permitted by the first sentence existence, rights and franchises and those of Section 5.11)its Subsidiaries and will not, and will do not cause or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower will, and will cause each permit any of its Significant Subsidiaries to, convert to a limited liability company. Each (a) will cause all of its properties and those of its Subsidiaries used and 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, and (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) such Guarantor may be necessary, 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this Section 5.06 sec.9.6 shall prevent the Borrower or any of its Subsidiaries Guarantor from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries or dissolving any such Subsidiary (unless such Subsidiary is a Guarantor and a Material Subsidiary hereunder) if such discontinuance is, in the sole judgment of the Borrower or its Subsidiarydissolution, as the case may be, is, in the judgment of the Borrower or Guarantor, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business, properties or financial condition business of the Borrower and its Subsidiaries, taken as a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assetsBorrower, the Borrower Guarantors and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriateon a consolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower Except as expressly permitted by Section 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 (except as otherwise expressly permitted by the first sentence existence, rights and franchises and those of Section 5.11)its Material Subsidiaries and will not, and will do not cause or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower will, and will cause each permit any of its Significant Material Subsidiaries to, convert to a limited liability company provided, that the foregoing shall not prevent the 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 has no Loans outstanding under this Credit Agreement; and (b) in the opinion of the Parent's Board of Directors, such termination is in the best interests of the Parent, is not disadvantageous to the Banks and is not otherwise prohibited by this Credit Agreement. It (a) will cause all of its properties and those of its Material Subsidiaries used and 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 necessary equipment, and (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) Parent may be necessary, necessary so that the business carried on in connection therewith may be 61 -55- 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 Section 5.06 9.6 shall prevent the Borrower or any of its Subsidiaries 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 Borrower or its Subsidiary, as the case may beParent, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business, properties or financial condition of the Borrower and its Subsidiaries, taken as have a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriateMaterial 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 (except as otherwise expressly permitted by Section 11.5 hereof) corporate or similar existence, and its material rights and franchises necessary for the first sentence conduct of Section 5.11)its business and those of the Designated Subsidiaries and will not, and will do not cause or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and permit any of the Borrower will, and will cause each of its Significant Designated Subsidiaries to, convert to a limited liability company. Each of the Borrowers (ai) will cause all of its material properties used and useful those of the Designated Subsidiaries 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 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, 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 necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) Borrowers may be necessary, 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 Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 5.06 10.6 shall prevent the Borrower or any of its Subsidiaries Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of the Designated Subsidiaries if such discontinuance is, in the sole judgment of any of the Borrower or its Subsidiary, as boards of directors of the case may beBorrowers, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business, properties or financial condition business of the Borrower Borrowers and its Subsidiaries, taken as the Designated Subsidiaries on a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriateconsolidated 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 (except as otherwise expressly permitted by the first sentence existence, rights and franchises and those of Section 5.11)its Restricted Subsidiaries and will not, and will do not cause or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower will, and will cause each permit any of its Significant Restricted Subsidiaries to, convert to a limited liability company or a limited liability partnership. It (ai) will cause all of its properties and those of its Restricted Subsidiaries used and 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 necessary equipment, and (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) may be necessary, 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 Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 5.06 ss.8.6 shall prevent the Borrower or any of its Subsidiaries from discontinuing or reducing the level of the operation and or maintenance of any of its properties or any of those of its Restricted Subsidiaries if such discontinuance is, in the sole reasonable judgment of the Borrower or its Subsidiary, as the case may beBorrower, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business, properties or financial condition business of the Borrower and its SubsidiariesRestricted Subsidiaries on a consolidated basis. Specifically, taken as a whole; provided further that nothing but not in this Section 5.06 shall affect or impair in any manner the ability limitation of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assetsforegoing, the Borrower and each Restricted Subsidiary will maintain such an appropriate FRA Class rating on its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or railroad lines as is reasonable and prudent in light of all the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate facts and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriatecircumstances.

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 (existence, material rights, franchises and Proprietary Rights and those of its Subsidiaries, except as otherwise expressly permitted by to the first sentence 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 Section 5.11), and will do or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower willand its Material Subsidiaries, and will cause each of its Significant Subsidiaries to, taken as a whole. The Borrower (a) will cause all of its material properties and those of its Subsidiaries used and 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, and (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) may be necessary, 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 Section 5.06 §6.5 shall prevent the Borrower or any of its Subsidiaries 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 its Subsidiary, as the case may beBorrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business, properties or financial condition business of the Borrower and its SubsidiariesMaterial Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, taken the creation, organization or formation, and continuing existence as a whole; provided further that nothing 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 this Section 5.06 shall affect each case, in order to change, or impair in as a part of a transaction or series of related transactions changing, any manner the ability 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 its Subsidiaries 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 sell satisfy) any closing conditions or dispose other conditions precedent in §9.9(d) or in any other provisions of all this Agreement, or (iv) any Default or Event of Default under §11 or any portion other provisions of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriatethis Agreement. §6.6.

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 (existence, material rights, franchises and Proprietary Rights and those of its Subsidiaries, except as otherwise expressly permitted by to the first sentence 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 Section 5.11), and will do or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower willand its Material Subsidiaries, and will cause each of its Significant Subsidiaries to, taken as a whole. The Borrower (a) will cause all of its material properties and those of its Subsidiaries used and 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, and (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) may be necessary, 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 Section 5.06 §6.5 shall prevent the Borrower or any of its Subsidiaries 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 its Subsidiary, as the case may beBorrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business, properties or financial condition business of the Borrower and its SubsidiariesMaterial Subsidiaries on a consolidated basis. Anything in this Agreement express or implied to the contrary notwithstanding, taken the creation, organization or formation, and continuing existence as a whole; provided further that nothing in this Section 5.06 shall affect direct or impair in any manner the ability indirect Subsidiary of the Borrower 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 its Subsidiaries the Borrower, in each case, in order to sell change, or dispose as a part of all a transaction or any portion series of its property and assets (includingrelated transactions changing, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriate.the

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 (except as otherwise expressly permitted by the first sentence of Section 5.11), and will do or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower Company will, and will cause each of its Significant Subsidiaries the other Hasbro Companies and Hasbro SA to, (a) maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its properties and those of the other Hasbro Companies used and or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment, equipment and (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or its Significant Subsidiaries (as applicable) Company may be necessary, necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided that provided, however, that, subject to the provisions of 10.5.2 hereof, nothing in this Section 5.06 9.7 shall prevent any Asset Sale permitted by 10.5.2 hereof, or prevent the Borrower or any of its Subsidiaries Company from discontinuing the operation and maintenance of any of its properties properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance discontinuance, dissolution or liquidation, consolidation or merger is, in the sole judgment of the Borrower or its Subsidiary, as the case may beCompany, 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, properties or financial condition of the Borrower and its Subsidiaries, taken as have a whole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriateMaterial Adverse Effect.