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

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, 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 Subsidiaries on a consolidated basis.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 6.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, 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 Subsidiaries on a consolidated basis.

Legal Existence; Maintenance of Properties. The Except as otherwise permitted hereunder, the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its Subsidiaries the Guarantors and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (a) will cause all of its properties Properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained maintained, in full force and effect 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 consistent with commercially reasonable business 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, (c) consistent with commercially reasonable business judgment, will maintain in full force and effect all Intellectual Property , licenses, other Intellectual Property related Contracts, permits and other authorizations necessary for the ownership, use and operation of its Properties and business, and (cd) 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 subject to Section 8 and other limitations and restrictions set forth in this Agreement, nothing in this §5.6 Section 7.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties Properties or any of those of its Subsidiaries Subsidiaries, including the existence of any Subsidiary of the Borrower or the conversions of any Subsidiary of the Borrower to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the consistent with commercially reasonable business judgment of the Borrower, desirable in the conduct of its or their business and does that do not individually or in the aggregate materially adversely affect have a Material Adverse Effect and, with respect to the business conversions of the Borrower or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, the Borrower or such Guarantor shall have executed and its Subsidiaries on a consolidated basisdelivered to the Administrative Agent all documentation which the Administrative Agent reasonably determine is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement and the Collateral Agent’s Liens in respect of the Collateral.

Legal Existence; Maintenance of Properties. The Borrower and CAI will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its respective Subsidiaries and will not, and will not cause or permit any of its respective Subsidiaries to, without providing the Guarantors toAdministrative Agent with at least ten (10) Business Days written notice and the Administrative Agent having filed all necessary Uniform Commercial Code financing statements and taking such other actions in order to maintain the perfection of its Liens in all relevant jurisdictions, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the partnership. The Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable. It CAI (ai) will use commercially reasonable efforts to cause all of its properties and those of its respective Subsidiaries used or useful in the conduct of its their business or the business of its respective Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) 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 the Borrower and CAI 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 respective Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 8.6 shall prevent the Borrower or CAI from discontinuing the operation and maintenance of any of its properties or any of those of its respective Subsidiaries if such discontinuance is, in the judgment of the BorrowerBorrower or CAI, desirable in the conduct of its or their such respective Subsidiary’s business and does that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other authorizations necessary for the ownership and operation of its properties and business, and (cd) 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 §5.6 Section 8.6 shall prevent any of the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries Subsidiaries, including the existence of any Subsidiary of BGI or the conversions of any Subsidiary of BGI to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the 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 have a Material Adverse Effect and, with respect to the business conversions of a Borrower or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Borrower or Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determine is necessary to continue such Borrower's or such Guarantor's obligations in respect of this Credit Agreement and the Collateral Agent's Liens in respect of the Borrower and its Subsidiaries on a consolidated basisCollateral.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s 's or such Guarantor’s 's obligations in respect of this Credit Agreement or the Guaranty, as applicable. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this §5.6 Section 6.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, 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 Subsidiaries on a consolidated basis.

Legal Existence; Maintenance of Properties. The Borrower Each of the Lessees and the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower such Lessee or such Guarantor may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other authorizations necessary for the ownership and operation of its properties and business, and (cd) 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 5.6 shall prevent any of the Borrower Lessees or the Guarantors from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries Subsidiaries, including the existence of any Subsidiary of BGI or the conversions of any Subsidiary of BGI to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the judgment of the Borrowersuch Lessee, 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 business conversions of a Lessee or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Lessee or such Guarantor shall have executed and delivered to the Agent all documentation which the Agent reasonably determine is necessary to continue such Lessee's or such Guarantor's obligations in respect of the Borrower and its Subsidiaries on a consolidated basisOperative Documents.

Legal Existence; Maintenance of Properties. The Borrower Borrowers will do or cause to be done all things necessary commercially reasonable to preserve and keep in full force and effect its their legal existence, rights and franchises and those of its their Subsidiaries and will not, and will not cause or permit any of the Guarantors their Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered partnership; PROVIDED, HOWEVER, Mayor's may, upon notice to the Administrative Agent all documentation which Agent, dissolve Subsidiaries other than Mayor's Fla if the Administrative Agent reasonably determines is necessary to continue dissolution is, in the Borrower’s or such Guarantor’s obligations in respect judgment of this Credit Agreement or the GuarantyBorrowers, as applicabledesirable and would not have a Material Adverse Effect. It Each (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (bii) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this §5.6 ss.8.6 shall prevent the Borrower Borrowers from discontinuing the operation and maintenance of any of its their properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the BorrowerBorrowers, 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 Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal 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 legal existence, rights and franchises and those of its their Subsidiaries and will not, and will not cause or permit any of the Guarantors their Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion partnership. Each of the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable. It Borrowers (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this §5.6 ss.9.6 shall prevent any of the Borrower from Borrowers froM (i) discontinuing the operation and maintenance of any of its their properties or any of those of its their Subsidiaries if such discontinuance is, in the judgment of the BorrowerBorrowers, 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 (ii) allowing the business of federal trademark registration referred to in the Borrower and its Subsidiaries on a consolidated basisTrademark Assignments as the "Lapsing Trademarks" to lapse.

Legal 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 (a) its legal existence, existence and its Subsidiaries' legal existence and (b) its rights and franchises and those of its Subsidiaries Subsidiaries, except for rights and will not, and franchises the lapse of which would not in the aggregate have a Material Adverse Effect. The Borrower will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, normal to wear and tear excepted, (bii) will cause to be made all 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, normal wear and tear excepted and (ciii) 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 §5.6 Section 8.6 shall prevent the Borrower or any of its Subsidiaries from engaging in any transaction permitted by Section 9.5.1, prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries or prevent any Non-Significant Subsidiary from dissolving or becoming party to a merger, if such discontinuance discontinuance, merger or dissolution, as the case may be, is, in the 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 Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal Existence; Maintenance of Properties. The Borrower and CAI will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises franchises, and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, without providing the Guarantors toAdministrative Agent with at least ten (10) Business Days written notice and the Administrative Agent having filed all necessary Uniform Commercial Code financing statements and taking such other actions in order to maintain the perfection of its Liens in all relevant jurisdictions, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the partnership. The Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable. It CAI (ai) will use commercially reasonable efforts to cause all of its properties and those of its Subsidiaries used or useful in the conduct of its their business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) 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 the Borrower and CAI 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 8.6 shall prevent the Borrower or CAI from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the BorrowerBorrower or CAI, desirable in the conduct of its or their such Subsidiary’s business and does that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal 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 legal existence, rights and franchises franchises, and those of its Subsidiaries Subsidiaries, except where the loss or termination of such rights or franchises would not reasonably be expected to have a Material Adverse Effect, and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with unless, in the case of a Subsidiary, the Governing Documents of any such conversion limited liability company permit the Borrower or such Guarantor shall have executed and delivered pledge of its membership interests to the Administrative Agent all documentation which for the benefit of the Lenders and permit the Administrative Agent reasonably determines is necessary or its nominee, for the benefit of the Lenders, upon the occurrence of an Event of Default, to continue the Borrower’s or such Guarantor’s obligations exercise voting and all other membership rights in respect of this Credit Agreement or the Guaranty, as applicablesuch pledge. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) 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 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 Section 9.6 shall prevent the Borrower from (i) discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect have a Material Adverse Effect, or (ii) terminating the business legal existence of the Borrower and its Subsidiaries on a consolidated basisany Subsidiary in connection with any merger permitted by Section 10.5.1.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other authorizations necessary for the ownership and operation of its properties and business, and (cd) 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 §5.6 ss. 8.6 shall prevent any of the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries Subsidiaries, including the existence of any Subsidiary of BGI or the conversions of any Subsidiary of BGI to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the 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 have a Material Adverse Effect and, with respect to the business conversions of a Borrower or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Borrower or Guarantor shall have executed and delivered to the Borrower and its Subsidiaries on a consolidated basisAdministrative Agent all documentation which the Bank Agents reasonably determine is necessary to continue such Borrower's or such Guarantor's obligations in respect of this Credit Agreement.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable(other than Excluded Subsidiaries). It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other Intellectual Property and authorizations necessary for the ownership and operation of its properties and business, and (cd) 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 §5.6 8.6 shall prevent any of the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries Subsidiaries, including any Intellectual Property, or the existence of any Subsidiary of BGI or the conversions of any Subsidiary of BGI to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the 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 have a Material Adverse Effect and, with respect to the business conversions of a Borrower or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Borrower or Guarantor 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 Guarantor’s obligations in respect of this Credit Agreement and the Administrative Agent’s Liens in respect of the Borrower and its Subsidiaries on a consolidated basisCollateral.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable(other than Excluded Subsidiaries). It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other Intellectual Property and authorizations necessary for the ownership and operation of its properties and business, and (cd) 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 §5.6 8.6 shall prevent any of the Borrower Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries Subsidiaries, including any Intellectual Property, or the existence of any Subsidiary of BGI or the conversions of any Subsidiary of BGI to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the 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 have a Material Adverse Effect and, with respect to the business conversions of a Borrower or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Borrower or Guarantor 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 Guarantor’s obligations in respect of this Loan Agreement and the Administrative Agent’s Liens in respect of the Borrower and its Subsidiaries on a consolidated basisCollateral.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicable. It The Borrower (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this §5.6 6.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, 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 Subsidiaries on a consolidated basis.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicableAgreement. It The Borrower (a) except where the failure to do so would not reasonably be expected to result in a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, and (bii) will cause to be made all 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 (cb) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businessesbusinesses or in any lines of business that are substantially the same as, similar to, in complementary fields of enterprise to, or ancillary to any lines of business now conducted; provided that nothing in this §5.6 6.6 shall prevent the Borrower from (i) discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries, (ii) disposing or selling assets (including equity interests in Subsidiaries) permitted under §7.7, or (iii) liquidating, winding-down or terminating the existence of its Subsidiaries if such discontinuance discontinuance, liquidation, wind-down or termination is, in the 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 Subsidiaries on a consolidated basis.

Legal 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 (a) its legal existence, existence and its Subsidiaries’ legal existence and (b) its rights and franchises and those of its Subsidiaries Subsidiaries, except for rights and will not, and franchises the lapse of which would not in the aggregate have a Material Adverse Effect. The Borrower will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, normal to wear and tear excepted, (bii) will cause to be made all 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, normal wear and tear excepted and (ciii) 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 §5.6 8.6 shall prevent the Borrower or any of its Subsidiaries from engaging in any transaction permitted by §9.5.1, prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries or prevent any Non-Significant Subsidiary from dissolving or becoming party to a merger, if such discontinuance discontinuance, merger or dissolution, as the case may be, is, in the 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 Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion partnership, nor will the Borrower or such any Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s change its jurisdiction of incorporation or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicableformation. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now -51- conducted by them and in related businesses; provided PROVIDED that nothing in this §5.6 ss.8.6 shall prevent the Borrower from discontinuing the operation (including, without limitation, a dissolution) and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the 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 Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this §5.6 Section 8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, 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 Subsidiaries on have a consolidated basisMaterial Adverse Effect.

Legal Existence; Maintenance of Properties. The Borrower Borrowers will do or cause to be done all things necessary commercially reasonable to preserve and keep in full force and effect its their legal existence, rights and franchises and those of its their Subsidiaries and will not, and will not cause or permit any of the Guarantors their Subsidiaries (other than Xxxxxxx) to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It The Borrowers (ai) will cause all of its their properties and those of its their Subsidiaries used or useful in the conduct of its their business or the business of its their Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (bii) will cause to be made all 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 their Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that (x) nothing in this §5.6 Section 8.6 shall prevent the Borrower Borrowers from discontinuing the operation and maintenance of any of its their properties or any of those of its their Subsidiaries if such discontinuance is, in the judgment of the BorrowerBorrowers, desirable in the conduct of its or their business and does that do not in the aggregate materially adversely affect the business have a Material Adverse Effect, and (y) so long as no Default or Event of the Borrower and its Subsidiaries on a consolidated basisDefault then exists, The Right Start Subsidiary I, Inc. may be dissolved.

Legal Existence; Maintenance of Properties. The Borrower Each of the Guarantors and the Lessees will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors its Subsidiaries to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s or such Guarantor’s obligations in respect of this Credit Agreement or the Guaranty, as applicablepartnership. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower such Guarantor or Lessee may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other authorizations necessary for the ownership and operation of its properties and business, and (cd) 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 §5.6 Section 11.06 shall prevent any of the Borrower Guarantors or the Lessees from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries Subsidiaries, including the existence of any Subsidiary of the Company or the conversions of any Subsidiary of the Company to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the judgment of the Borrowersuch Guarantor or Lessee, 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 business conversions of a Lessee or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Lessee or Guarantor shall have executed and delivered to the Borrower and its Subsidiaries on a consolidated basisAdministrative Agent all documentation which the Administrative Agent reasonably determine is necessary to continue such Lessee's or such Guarantor's obligations in respect of Operative Agreements.

Legal 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 legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of the Guarantors to, convert to a limited liability company or a limited liability partnership unless simultaneously with such conversion the Borrower or such Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determines is necessary to continue the Borrower’s 's or such Guarantor’s 's obligations in respect of this Credit Agreement or the Guaranty, as applicable. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all 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 Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided PROVIDED that nothing in this §section 5.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, 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 Subsidiaries on a consolidated basis.