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 (i) Parent fails to cause all things to be done all things that are necessary to preserve and keep in full force and effect its corporate existence (except as otherwise expressly permitted by the first sentence of Section 5.11Paragraph (6) below), and will do or ; or (ii) Parent fails to cause all things to be done all things that are commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower willor Parent fails, and will or fails to cause each of its Significant Subsidiaries toSubsidiaries, 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 or (b) cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower Parent or its such Significant Subsidiaries (as applicable) Subsidiary may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; and such failure continues for fifteen (15) days after Notice thereof has been given to the Borrower by the Lender; provided that nothing in this Section 5.06 Paragraph (2) shall prevent the Borrower Parent 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 Parent or its such 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 Parent, the Borrower and its their Subsidiaries, taken as a whole; provided further that nothing in this Section 5.06 Paragraph (2) shall affect or impair in any manner the ability of either of Parent, the Borrower or any of its their respective 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 their respective property or assets, Parent, the Borrower and its their respective Subsidiaries shall only be obligated to repair, replace or restore any such property or assets assets, or be obligated to cause its relevant Significant Subsidiaries to repair, replace or restore any such property or assets, if Parent, the Borrower or the relevant Subsidiary applicable Subsidiary, as the case may be, has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated effected by Parent, the Borrower or such the applicable Subsidiary in such time period and in the manner it deems appropriate.

Corporate Existence; Maintenance of Properties. The Each of Holdings and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence (existence, rights and franchises and those of its Subsidiaries except as otherwise expressly permitted by under (S)9.5.1 hereof or the first sentence dissolution 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 any Subsidiary of the Borrower willwhose operation has been discontinued if such dissolution is, and will cause each in the judgment of the Borrower, desirable in the conduct of its Significant business and does not materially adversely affect the business of the Borrower and its Subsidiaries to, on a consolidated basis. 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 Holdings and 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 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 (S)8.6 shall prevent Holdings or the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the sole judgment of Holdings or the Borrower or its SubsidiaryBorrower, 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 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 assetsHoldings, the Borrower and its their 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 Each of AmeriKing, --------- ---------- ----------- -- ---------- Holdings and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence (existence, rights and franchises and those of its Subsidiaries except as otherwise expressly permitted by under (S)9.5.1 hereof or the first sentence dissolution 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 any Subsidiary of the Borrower willwhose operation has been discontinued if such dissolution is, and will cause each in the judgment of the Borrower, desirable in the conduct of its Significant business and does not materially adversely affect the business of the Borrower and its Subsidiaries to, on a consolidated basis. 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 AmeriKing, Holdings and 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 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 (S)8.6 shall -------- prevent AmeriKing, Holdings or the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the sole judgment of AmeriKing, Holdings or the Borrower or its SubsidiaryBorrower, as the case may be, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the businessbusiness of AmeriKing, 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 assetsHoldings, the Borrower and its their 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.