BE) OR OTHER APPROPRIATE FILINGS, RECORDINGS OR
REGISTRATIONS, INCLUDING ALL REFILINGS, RERECORDINGS AND REREGISTRATIONS,
CONTAINING A DESCRIPTION OF THE COLLATERAL HAVE BEEN FILED OF RECORD IN EACH
GOVERNMENTAL, MUNICIPAL OR OTHER APPROPRIATE OFFICE IN EACH JURISDICTION
IDENTIFIED PURSUANT TO CLAUSE (I) ABOVE TO THE EXTENT NECESSARY TO PROTECT AND
PERFECT THE SECURITY INTERESTS UNDER THE COLLATERAL AGREEMENT FOR A PERIOD OF
NOT LESS THAN 18 MONTHS AFTER THE DATE OF SUCH CERTIFICATE (EXCEPT AS NOTED
THEREIN WITH RESPECT TO ANY CONTINUATION STATEMENTS TO BE FILED WITHIN SUCH
PERIOD).
SECTION 5.04. EXISTENCE; CONDUCT OF BUSINESS. EACH OF HOLDINGS AND THE BORROWER
WILL, AND WILL CAUSE EACH SUBSIDIARY TO, DO OR CAUSE TO BE DONE ALL THINGS
NECESSARY TO OBTAIN, 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 ITS BUSINESS,
PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION,
LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.03.
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SECTION 5.05. PAYMENT OF OBLIGATIONS. EACH OF HOLDINGS AND THE BORROWER WILL,
AND WILL CAUSE EACH SUBSIDIARY TO, PAY ITS MATERIAL OBLIGATIONS, INCLUDING TAX
LIABILITIES, BEFORE THE SAME SHALL BECOME DELINQUENT OR IN DEFAULT, EXCEPT WHERE
(A) THE VALIDITY OR AMOUNT THEREOF IS BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS, (B) HOLDINGS, THE 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 ENFORCEMENT OF ANY LIEN SECURING SUCH OBLIGATION AND (D) THE
FAILURE TO MAKE PAYMENT PENDING SUCH CONTEST COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.06. MAINTENANCE OF PROPERTIES. EXCEPT TO THE EXTENT THE FAILURE TO DO
SO COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, EACH
OF HOLDINGS AND THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, KEEP AND
MAINTAIN ALL PROPERTY MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING
ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED.
SECTION 5.07. INSURANCE. EACH OF HOLDINGS AND THE BORROWER WILL, AND WILL CAUSE
EACH SUBSIDIARY TO, MAINTAIN, WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES, (A) INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK RETENTION) AND
AGAINST SUCH RISKS AS IS (I) CUSTOMARILY MAINTAINED BY COMPANIES OF ESTABLISHED
REPUTE ENGAGED IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR
SIMILAR LOCATIONS AND (II) CONSIDERED ADEQUATE BY HOLDINGS AND THE BORROWER AND
(B) ALL OTHER INSURANCE AS MAY BE REQUIRED BY LAW OR ANY OTHER LOAN DOCUMENT.
THE BORROWER WILL FURNISH TO THE LENDERS, UPON REQUEST OF THE ADMINISTRATIVE
AGENT, INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO MAINTAINED.
SECTION 5.08. CASUALTY AND CONDEMNATION. IN THE EVENT THAT THE COLLATERAL AND
GUARANTEE REQUIREMENT HAS BEEN SATISFIED, THE BORROWER (A) WILL FURNISH TO THE
ADMINISTRATIVE AGENT (FOR DISTRIBUTION TO EACH LENDER THROUGH THE ADMINISTRATIVE
AGENT) PROMPT WRITTEN NOTICE OF ANY CASUALTY OR OTHER INSURED DAMAGE