AS
NOTED THEREIN WITH RESPECT TO ANY CONTINUATION STATEMENTS TO BE FILED WITHIN
SUCH PERIOD).
SECTION 5.04. EXISTENCE; CONDUCT OF BUSINESS. THE PARENT BORROWER WILL, AND WILL
CAUSE EACH OF THE SUBSIDIARIES TO, DO OR CAUSE TO BE DONE ALL THINGS NECESSARY
TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND THE
RIGHTS, LICENSES, PERMITS, PRIVILEGES, FRANCHISES, PATENTS, COPYRIGHTS,
TRADEMARKS AND TRADE NAMES MATERIAL TO THE CONDUCT OF THE BUSINESS OF THE PARENT
BORROWER AND THE SUBSIDIARIES, TAKEN AS A WHOLE; PROVIDED THAT THE FOREGOING
SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION
PERMITTED UNDER SECTION 6.04.
SECTION 5.05. PAYMENT OF OBLIGATIONS; COMPLIANCE WITH LEASES. (A)
THE PARENT
BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, PAY (I) ALL MATERIAL
TAXES AND OTHER CHARGES OF ANY GOVERNMENTAL AUTHORITY IMPOSED ON IT OR ANY OF
ITS PROPERTIES OR ASSETS OR IN RESPECT OF ANY OF ITS FRANCHISES, BUSINESS,
INCOME OR PROPERTY BEFORE ANY MATERIAL PENALTY OR INTEREST ACCRUES THEREON AND
(II) ALL CLAIMS (INCLUDING CLAIMS FOR LABOR, SERVICES, MATERIALS AND SUPPLIES)
FOR SUMS THAT HAVE BECOME DUE AND PAYABLE AND THAT BY LAW HAVE OR MAY BECOME A
LIEN (OTHER THAN A LIEN PERMITTED UNDER SECTION 6.03) UPON ANY OF THE PROPERTY
OR ASSETS OF THE PARENT BORROWER OR ANY OF THE SUBSIDIARIES, PRIOR TO THE TIME
WHEN ANY PENALTY OR FINE SHALL BE INCURRED WITH RESPECT THERETO, EXCEPT WHERE
(A) THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEDURES OR PROCEEDINGS, (B) THE PARENT BORROWER OR SUCH
SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN
ACCORDANCE WITH GAAP, (C) SUCH CONTEST EFFECTIVELY SUSPENDS COLLECTION OF THE
CONTESTED OBLIGATION AND THE
84
ENFORCEMENT OF ANY LIEN SECURING SUCH OBLIGATION AND (D) THE FAILURE TO MAKE
PAYMENT PENDING SUCH CONTEST WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
(B)
THE PARENT BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO,
COMPLY WITH ALL MATERIAL TERMS OF EACH LEASE UNDER WHICH THE PARENT BORROWER OR
ANY SUBSIDIARY LEASES ANY PROPERTY, AS LESSEE, AND AT WHICH ACCOUNTS OR
INVENTORY THAT IS INCLUDED IN THE CALCULATION OF THE BORROWING BASES IS LOCATED.
SECTION 5.06. MAINTENANCE OF PROPERTIES. THE PARENT BORROWER WILL, AND WILL
CAUSE EACH OF THE SUBSIDIARIES TO, KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO
THE CONDUCT OF THE BUSINESS OF THE PARENT BORROWER AND THE SUBSIDIARIES TAKEN AS
A WHOLE IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
SECTION 5.07. INSURANCE. THE PARENT BORROWER WILL, AND WILL CAUSE EACH OF THE
SUBSIDIARIES TO, MAINTAIN INSURANCE WITH RESPECT TO ITS MATERIAL PROPERTIES AND
BUSINESS AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY INSURED AGAINST BY
PERSONS ENGAGED IN THE SAME OR SIMILAR BUSINESS, OF SUCH TYPES AND IN SUCH
AMOUNTS AS ARE CUSTOMARILY CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER
PERSONS. SUCH INSURANCE SHALL BE MAINTAINED WITH FINANCIALLY SOUND AND REPUTABLE
INSURERS, EXCEPT THAT A PORTION OF