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

Corporate Existence; Maintenance of Properties. Each Borrower will ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause or permit any of its 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 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, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this (S)9.6 shall prevent any of the Borrowers from -------- discontinuing or reducing the level of the operation or maintenance of any of its properties or any of those of its Restricted Subsidiaries if such discontinuance is, in the reasonable judgment of such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrowers and their Restricted Subsidiaries on a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

Corporate Existence; Maintenance of Properties. Each The Borrower will do ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existenceexistence (provided, simultaneously with the execution and delivery by the Borrower to the Agent of an assumption agreement in substantially the form of Exhibit G hereto, the Borrower shall be permitted to merge with and into MAPICS, Inc., a Georgia corporation ("Mapics-Georgia"), with the survivor of such merger being Mapics-Georgia, for the purpose of changing the Borrower's state of incorporation from Massachusetts to Georgia), rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause or permit any of its Restricted Subsidiaries to, convert to a limited liability company or a limited liability partnershipcompany. Each Borrower It (ai) will cause all of its properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of their Restricted its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each 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 Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this (S)9.6 shall prevent any of the Borrowers Borrower from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties or any of those of its Restricted Subsidiaries if such discontinuance is, in the reasonable judgment of such 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 Borrowers Borrower and their Restricted its Subsidiaries on a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

Corporate Existence; Maintenance of Properties. Each Borrower The Company will, and will ---------------------------------------------- cause each of the other Hasbro Companies and Hasbro SA to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do or cause business in each state in which the failure to be done do so would have a Material Adverse Effect, and maintain all things necessary to preserve and keep in full force and effect of its corporate existence, rights and franchises and those reasonably necessary to the conduct of its Restricted Subsidiaries and will not, and will not cause or permit any of its Restricted Subsidiaries to, convert to a limited liability company or a limited liability partnershipbusiness. Each Borrower (a) The Company will cause all of its properties and those of its Restricted Subsidiaries the other Hasbro Companies used or useful in the conduct of its business or the business of their Restricted 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 necessary equipment, (b) equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each Borrower the 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 Restricted 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 (S)9.6 section 9.7 shall prevent any of Asset Sale permitted by section 10.5.2 hereof, or prevent the Borrowers Company from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties properties, or any of those of its Restricted 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 reasonable judgment of such Borrowerthe Company, desirable in the conduct of the business of the Company and its or their business Subsidiaries on a consolidated basis and that do does not in the aggregate materially adversely affect the business of the Borrowers and their Restricted Subsidiaries on have a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstancesMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. Each 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, rights and franchises and those of its Restricted Material Subsidiaries and will not, and will not cause or permit any of its Restricted 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 limited liability partnershipletter 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. Each Borrower It (a) will cause all of its properties and those of its Restricted Material Subsidiaries used or useful in the conduct of its business or the business of their Restricted its Material Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each Borrower the 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 Restricted Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this (S)9.6 ss.9.6 shall prevent any of the Borrowers Parent from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties or any of those of its Restricted Material Subsidiaries if such discontinuance is, in the reasonable judgment of such Borrowerthe Parent, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrowers and their Restricted Subsidiaries on have a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstancesMaterial Adverse Effect.

Corporate Existence; Maintenance of Properties. Each Borrower 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, and its rights and franchises and those of its Restricted the Designated Subsidiaries and will not, and will not cause or permit any of its Restricted the Designated Subsidiaries to, convert to a limited liability company or a limited liability partnershipcompany. Each Borrower of the Borrowers (ai) will cause all of its material properties and those of its Restricted the Designated Subsidiaries used or useful in the conduct of its business or the business of their Restricted its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all 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 necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each Borrower the 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 Restricted the Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this (S)9.6 Section 8.6 shall prevent any of the Borrowers from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties or any of those of its Restricted the Designated Subsidiaries if such discontinuance is, in the reasonable judgment of such Borrowereither of the boards of directors of the Borrowers, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrowers and their Restricted the Designated Subsidiaries on a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

Corporate Existence; Maintenance of Properties. Each The Borrower will ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existenceexistence (provided, simultaneously with the execution and delivery by the Borrower to the Agent of an assumption agreement in substantially the form of Exhibit G hereto, the Borrower shall be permitted to merge with and into MAPICS, Inc., a Georgia corporation ("Mapics-Georgia"), with the survivor of such merger being Mapics-Georgia, for the purpose of changing the Borrower's state of incorporation from Massachusetts to Georgia), rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause or permit any of its Restricted Subsidiaries to, convert to a limited liability company or a limited liability partnershipcompany. Each Borrower It (ai) will cause all of its properties and those of its Restricted Subsidiaries used or useful in the conduct of its business or the business of their Restricted its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each 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 Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this (S)9.6 ss.9.6 shall prevent any of the Borrowers Borrower from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties or any of those of its Restricted Subsidiaries if such discontinuance is, in the reasonable judgment of such 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 Borrowers Borrower and their Restricted its Subsidiaries on a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

Corporate Existence; Maintenance of Properties. Each Borrower 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, and its rights and franchises necessary for the conduct of its business and those of its Restricted the Designated Subsidiaries and will not, and will not cause or permit any of its Restricted the Designated Subsidiaries to, convert to a limited liability company or a limited liability partnershipcompany. Each Borrower of the Borrowers (ai) will cause all of its material properties and those of its Restricted the Designated Subsidiaries used or useful necessary in the conduct of its business or the business of their Restricted its Designated Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all 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 necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of each Borrower the 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 Restricted the Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this (S)9.6 Section 7.6 shall prevent any of the Borrowers from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties or any of those of its Restricted the Designated Subsidiaries if such discontinuance is, in the reasonable judgment of such Borrowereither of the boards of directors of the Borrowers, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrowers and their Restricted the Designated Subsidiaries on a consolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

Corporate Existence; Maintenance of Properties. Each Borrower will ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause or permit any of its 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 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, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of 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 Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this (S)9.6 Section 9.6 shall prevent any of the Borrowers from -------- discontinuing or reducing the level of the operation or and maintenance of any of its properties or any of those of its Restricted Subsidiaries 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 reasonable judgment of such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect have a Material Adverse Effect and, with respect to the business conversions of a Borrower or a Restricted Subsidiary to a limited liability company or limited liability partnership, simultaneously with such conversion, such Borrower or Restricted Subsidiary shall have executed and delivered to the Borrowers 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 their Restricted Subsidiaries on a consolidated basisthe other Loan Documents. Specifically, but not in limitation of the foregoing, the US Borrower and each of its the US Restricted Subsidiaries Guarantors will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.