IS
BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (B) SUCH LOAN PARTY OR
SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT THERETO IN
ACCORDANCE WITH GAAP AND (C) THE FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST
WOULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT;
PROVIDED THAT ANY PAYMENT MADE BY A LOAN PARTY OR ANY OF THEIR SUBSIDIARIES IN
GOOD FAITH WITH RESPECT TO ANY OF ITS TAX LIABILITIES WHICH IS SUBSEQUENTLY
DETERMINED BY A GOVERNMENTAL AUTHORITY TO BE LESS THAN THE PAYMENT DEEMED TO BE
OWED BY SUCH GOVERNMENTAL AUTHORITY SHALL NOT CONSTITUTE A BREACH OF THIS
SECTION 6.04.
SECTION 6.05.
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL, AND WILL CAUSE
EACH OF ITS SUBSIDIARIES TO, KEEP AND MAINTAIN ALL PROPERTY MATERIAL TO THE
CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND
TEAR EXCEPTED AND WITH THE EXCEPTION OF ASSET DISPOSITIONS PERMITTED HEREUNDER.
SECTION 6.06.
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE EACH OF ITS
SUBSIDIARIES TO, MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES, (A) ADEQUATE INSURANCE FOR ITS INSURABLE PROPERTIES, ALL TO SUCH
EXTENT AND AGAINST SUCH RISKS, INCLUDING FIRE, CASUALTY AND OTHER RISKS INSURED
AGAINST BY EXTENDED COVERAGE, AS IS CUSTOMARY WITH COMPANIES IN THE SAME OR
SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS AND (B) SUCH OTHER
INSURANCE AS IS REQUIRED
44
PURSUANT TO THE TERMS OF THE EXISTING REVOLVING CREDIT FACILITY.
THE BORROWER
WILL FURNISH TO THE ADMINISTRATIVE AGENT, UPON REQUEST OF THE ADMINISTRATIVE
AGENT OR ANY LENDER, INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO
MAINTAINED.
THE BORROWER SHALL PROVIDE THE ADMINISTRATIVE AGENT WITH
CERTIFICATES OF INSURANCE EVIDENCING THE REQUIRED COVERAGE CONCURRENTLY WITH THE
EXECUTION OF THIS AGREEMENT AND UPON EACH RENEWAL OF SUCH POLICIES THEREAFTER
AND LOSS PAYABLE AND ADDITIONAL INSURED ENDORSEMENTS IN FAVOR OF THE
ADMINISTRATIVE AGENT (SUBJECT TO THE INTERCREDITOR AGREEMENT).
THE BORROWER
SHALL FURNISH PROMPT WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT OF ANY MATERIAL
CHANGE OR CANCELLATION OF SUCH POLICIES, AND SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO PROVIDE SUCH NOTICE REASONABLY IN ADVANCE OF ANY SUCH CHANGE OR
CANCELLATION. EACH FIRE AND EXTENDED COVERAGE POLICY MAINTAINED WITH RESPECT TO
ANY COLLATERAL SHALL PROVIDE THAT IT SHALL NOT BE CANCELED, MODIFIED OR NOT
RENEWED (I) BY REASON OF NONPAYMENT OF PREMIUM EXCEPT UPON NOT LESS THAN
10 DAYS' PRIOR WRITTEN NOTICE THEREOF BY THE INSURER TO THE ADMINISTRATIVE AGENT
(GIVING THE ADMINISTRATIVE AGENT THE RIGHT TO CURE DEFAULTS IN THE PAYMENT OF
PREMIUMS) OR (II) FOR ANY OTHER REASON EXCEPT UPON NOT LESS THAN 30 DAYS' PRIOR
WRITTEN NOTICE THEREOF BY THE INSURER TO THE ADMINISTRATIVE AGENT.
THE BORROWER
SHALL DELIVER TO THE ADMINISTRATIVE AGENT, PRIOR TO THE CANCELLATION,
MODIFICATION OR NONRENEWAL OF ANY SUCH POLICY OF INSURANCE, A COPY OF A RENEWAL
OR REPLACEMENT POLICY (OR OTHER EVIDENCE OF RENEWAL OF A POLICY PREVIOUSLY
DELIVERED TO THE ADMINISTRATIVE AGENT) TOGETHER WITH EVIDENCE SATISFACTORY TO
THE ADMINISTRATIVE AGENT OF PAYMENT OF THE PREMIUM THEREFOR.