A NOTICE OF PROPOSED DEBARMENT OR NOTICE OF
PROPOSED SUSPENSION BY A GOVERNMENTAL AUTHORITY OR GOVERNMENTAL AUTHORITIES.
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto.
Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.
6.04.
PAYMENT OF OBLIGATIONS.
PAY AND DISCHARGE AS THE SAME SHALL BECOME
DUE AND PAYABLE, ALL ITS OBLIGATIONS AND LIABILITIES, INCLUDING (A) ALL TAX
LIABILITIES, ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES UPON IT OR ITS
PROPERTIES OR ASSETS, UNLESS EITHER (I) THE SAME ARE BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND ADEQUATE
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RESERVES IN ACCORDANCE WITH GAAP ARE BEING MAINTAINED BY HOLDINGS, THE BORROWER
OR SUCH SUBSIDIARY OR (II) THE FAILURE TO DO SO WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT; (B) ALL LAWFUL CLAIMS WHICH, IF UNPAID, WOULD BY LAW BECOME A
LIEN UPON ITS PROPERTY THAT IS NOT A LIEN PERMITTED BY SECTION 7.01; AND (C) ALL
ITS INDEBTEDNESS, AS AND WHEN DUE AND PAYABLE, BUT SUBJECT TO ANY SUBORDINATION
PROVISIONS CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING SUCH
INDEBTEDNESS.
6.05.
PRESERVATION OF EXISTENCE, ETC.
(A) PRESERVE, RENEW AND MAINTAIN IN
FULL FORCE AND EFFECT ITS LEGAL EXISTENCE AND GOOD STANDING UNDER THE LAWS OF
THE JURISDICTION OF ITS ORGANIZATION EXCEPT IN A TRANSACTION PERMITTED BY
SECTION 7.04 OR 7.05; (B) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS,
PRIVILEGES, PERMITS, LICENSES AND FRANCHISES NECESSARY OR DESIRABLE IN THE
NORMAL CONDUCT OF ITS BUSINESS, EXCEPT TO THE EXTENT THAT FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; (C) PRESERVE OR
RENEW ALL OF ITS REGISTERED PATENTS, TRADEMARKS, TRADE NAMES AND SERVICE MARKS,
THE NON-PRESERVATION OF WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; AND (D) DELIVER CERTIFICATES OF GOOD STANDING AND/OR
QUALIFICATIONS TO ENGAGE IN BUSINESS NOT DELIVERED TO THE ADMINISTRATIVE AGENT
ON OR BEFORE THE CLOSING DATE AS SET FORTH IN SECTION 4.01(C)(III) WITHIN TEN
BUSINESS DAYS AFTER THE CLOSING DATE OR AS OTHERWISE AGREED TO BY THE
ADMINISTRATIVE AGENT.
6.06.
MAINTENANCE OF PROPERTIES.
(A) MAINTAIN, PRESERVE AND PROTECT ALL
OF ITS PROPERTIES AND EQUIPMENT NECESSARY IN THE OPERATION OF ITS BUSINESS IN
GOOD WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED; (B) MAKE ALL
NECESSARY REPAIRS THERETO AND RENEWALS AND REPLACEMENTS THEREOF; AND (C) USE THE
STANDARD OF CARE TYPICAL IN THE INDUSTRY IN THE OPERATION AND MAINTENANCE OF ITS
FACILITIES, IN EACH CASE EXCEPT WHERE THE FAILURE TO DO SO COULD NOT REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.07.
MAINTENANCE OF INSURANCE.
(A) MAINTAIN WITH FINANCIALLY SOUND AND
REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF ANY LOAN PARTY OR SUBSIDIARY,
INSURANCE WITH RESPECT TO ITS PROPERTIES AND BUSINESS AGAINST LOSS