PROPERTY RIGHTS
NECESSARY TO THE CONDUCT OF ITS BUSINESS, AND MAINTAIN ALL REQUISITE AUTHORITY
TO CONDUCT ITS BUSINESS IN EACH JURISDICTION IN WHICH ITS BUSINESS IS CONDUCTED;
PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER, CONSOLIDATION,
LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.03.
SECTION 5.04.
PAYMENT OF TAX OBLIGATIONS.
THE BORROWER WILL, AND WILL CAUSE
EACH OF ITS SUBSIDIARIES TO, PAY ITS TAX OBLIGATIONS AND LIABILITIES, THAT, IF
NOT PAID, COULD RESULT IN A MATERIAL ADVERSE EFFECT 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) THE BORROWER OR
SUCH 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 COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.05.
MAINTENANCE OF PROPERTIES; INSURANCE.
THE BORROWER WILL, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO, (A) KEEP AND MAINTAIN ALL PROPERTY
MATERIAL TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION,
ORDINARY WEAR AND TEAR EXCEPTED, AND (B) MAINTAIN WITH FINANCIALLY SOUND AND
REPUTABLE CARRIERS INSURANCE IN SUCH AMOUNTS (WITH NO GREATER RISK RETENTION)
AND AGAINST SUCH RISKS (INCLUDING LOSS OR DAMAGE BY FIRE AND LOSS IN TRANSIT;
THEFT, BURGLARY, PILFERAGE, LARCENY, EMBEZZLEMENT, AND OTHER CRIMINAL
ACTIVITIES; BUSINESS INTERRUPTION; AND GENERAL LIABILITY) AND SUCH OTHER
HAZARDS, AS IS CUSTOMARILY MAINTAINED BY COMPANIES OF ESTABLISHED REPUTE ENGAGED
IN THE SAME OR SIMILAR BUSINESSES OPERATING IN THE SAME OR SIMILAR LOCATIONS.
THE BORROWER WILL FURNISH TO THE LENDERS, UPON REQUEST OF THE ADMINISTRATIVE
AGENT, INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO MAINTAINED.
THE
BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT ENDORSEMENTS (X) TO ALL "ALL
RISK" PHYSICAL
48
DAMAGE INSURANCE POLICIES ON ALL OF THE LOAN PARTIES' TANGIBLE PERSONAL PROPERTY
AND ASSETS AND BUSINESS INTERRUPTION INSURANCE POLICIES NAMING THE
ADMINISTRATIVE AGENT AS LENDER LOSS PAYEE, AND (Y) TO ALL GENERAL LIABILITY AND
OTHER LIABILITY POLICIES NAMING THE ADMINISTRATIVE AGENT AN ADDITIONAL INSURED.
IN THE EVENT THE BORROWER OR ANY OF ITS SUBSIDIARIES AT ANY TIME OR TIMES
HEREAFTER SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE POLICIES OR INSURANCE
REQUIRED HEREIN OR TO PAY ANY PREMIUM IN WHOLE OR IN PART RELATING THERETO, THEN
THE ADMINISTRATIVE AGENT, AFTER NOTICE TO THE BORROWER BUT WITHOUT WAIVING OR
RELEASING ANY OBLIGATIONS OR RESULTING DEFAULT HEREUNDER, MAY AT ANY TIME OR
TIMES THEREAFTER (BUT SHALL BE UNDER NO OBLIGATION TO DO SO) OBTAIN AND MAINTAIN
SUCH POLICIES OF INSURANCE AND PAY SUCH PREMIUMS AND TAKE ANY OTHER ACTION WITH
RESPECT THERETO WHICH THE ADMINISTRATIVE AGENT DEEMS ADVISABLE.
ALL SUMS SO
DISBURSED BY THE ADMINISTRATIVE AGENT SHALL CONSTITUTE PART OF THE OBLIGATIONS,
PAYABLE AS PROVIDED IN THIS AGREEMENT.
THE BORROWER WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND THE LENDERS PROMPT WRITTEN NOTICE OF ANY CASUALTY OR
OTHER INSURED DAMAGE TO ANY MATERIAL PORTION OF THE COLLATERAL OR THE
COMMENCEMENT OF