than in the case of the Borrower,
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect or (ii) as otherwise expressly permitted under
Section 6.04 or Section 6.05.
(B)
OTHER THAN WHERE THE FAILURE TO DO SO COULD
NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, (I) DO OR CAUSE TO
BE DONE ALL THINGS REASONABLY NECESSARY TO OBTAIN, PRESERVE, RENEW, EXTEND AND
KEEP IN FULL FORCE AND EFFECT THE MATERIAL RIGHTS, LICENSES, PERMITS,
FRANCHISES, AUTHORIZATIONS, PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES
NECESSARY TO THE CONDUCT OF ITS BUSINESS, (II) COMPLY IN ALL MATERIAL RESPECTS
WITH APPLICABLE LAWS, RULES, REGULATIONS AND DECREES AND ORDERS OF ANY
GOVERNMENTAL AUTHORITY (INCLUDING ENVIRONMENTAL LAWS AND ERISA), WHETHER NOW IN
EFFECT OR HEREAFTER ENACTED AND (III) MAINTAIN AND PRESERVE ALL PROPERTY
NECESSARY TO THE CONDUCT OF SUCH BUSINESS AND KEEP SUCH PROPERTY IN SATISFACTORY
REPAIR, WORKING ORDER AND CONDITION (ORDINARY WEAR AND TEAR, CASUALTY AND
CONDEMNATION EXCEPTED) AND FROM TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL
NEEDED REPAIRS, RENEWALS, ADDITIONS, IMPROVEMENTS AND REPLACEMENTS THERETO
NECESSARY IN THE REASONABLE JUDGMENT OF MANAGEMENT TO THE CONDUCT OF ITS
BUSINESS.
Section 5.02.
Insurance.
(a)
Keep its material insurable properties
adequately insured in all material respects at all times by financially sound
and reputable insurers to such extent and against such risks, including fire 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.
98
(B)
CAUSE ALL SUCH POLICIES COVERING ANY
COLLATERAL TO BE ENDORSED OR OTHERWISE AMENDED TO INCLUDE A CUSTOMARY LENDER'S
LOSS PAYABLE ENDORSEMENT AND, TO THE EXTENT AVAILABLE ON COMMERCIALLY REASONABLE
TERMS, CAUSE EACH SUCH POLICY TO PROVIDE THAT IT SHALL NOT BE CANCELED, MODIFIED
OR NOT RENEWED (I) BY REASON OF NONPAYMENT OF PREMIUM UNLESS NOT LESS THAN 10
DAYS' PRIOR WRITTEN NOTICE THEREOF IS GIVEN BY THE INSURER TO THE ADMINISTRATIVE
AGENT AND THE COLLATERAL AGENT (GIVING THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT THE RIGHT TO CURE DEFAULTS IN THE PAYMENT OF PREMIUMS) OR (II)
FOR ANY OTHER REASON UNLESS NOT LESS THAN 10 DAYS' PRIOR WRITTEN NOTICE THEREOF
IS GIVEN BY THE INSURER TO THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT.
(C)
WITH RESPECT TO EACH MORTGAGED PROPERTY,
OBTAIN FLOOD INSURANCE IN SUCH TOTAL AMOUNT AS THE ADMINISTRATIVE AGENT OR THE
REQUIRED LENDERS MAY FROM TIME TO TIME REQUIRE AND IS CONSIDERED NORMAL AND
CUSTOMARY AND AT REASONABLE COST, IF AT ANY TIME THE AREA IN WHICH ANY
IMPROVEMENTS LOCATED ON ANY MORTGAGED PROPERTY IS DESIGNATED A "FLOOD HAZARD
AREA" IN ANY FLOOD INSURANCE RATE MAP PUBLISHED BY THE FEDERAL EMERGENCY
MANAGEMENT AGENCY (OR ANY SUCCESSOR AGENCY), AND OTHERWISE COMPLY WITH THE
NATIONAL FLOOD INSURANCE PROGRAM AS SET FORTH IN THE FLOOD DISASTER PROTECTION
ACT OF 1973, AS AMENDED FROM TIME TO TIME.
Section 5.03.
Taxes.
Pay and discharge when due all Taxes imposed upon it or
upon