6.5.
TAXES.
THE PARENT AND THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, TIMELY FILE COMPLETE AND CORRECT UNITED STATES FEDERAL AND
FOREIGN, STATE AND LOCAL TAX RETURNS REQUIRED BY LAW AND PAY WHEN DUE ALL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES AND LEVIES UPON IT OR ITS INCOME, PROFITS
OR PROPERTY, EXCEPT (I) THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN
SET ASIDE IN ACCORDANCE WITH AGREEMENT ACCOUNTING PRINCIPLES AND WITH RESPECT TO
WHICH NO LIEN EXISTS OR (II) THOSE TAXES, ASSESSMENTS, CHARGES AND LEVIES WHICH
BY REASON OF THE AMOUNT INVOLVED OR THE REMEDIES AVAILABLE TO THE APPLICABLE
TAXING AUTHORITY WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT.
6.6.
INSURANCE.
THE PARENT AND THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES
INSURANCE ON THEIR PROPERTY IN SUCH AMOUNTS, SUBJECT TO SUCH DEDUCTIBLES AND
SELF-INSURANCE RETENTIONS, AND COVERING SUCH PROPERTIES AND RISKS AS IS
CONSISTENT WITH SOUND BUSINESS PRACTICE FOR PERSONS ENGAGED IN THE SAME OR
SIMILAR BUSINESS AND WHICH SIMILARLY SITUATED TO THE BORROWER, AND THE BORROWER
WILL FURNISH TO THE AGENT UPON REQUEST FULL INFORMATION AS TO THE INSURANCE
CARRIED.
THE BORROWER SHALL DELIVER TO THE AGENT ENDORSEMENTS IN FORM AND
SUBSTANCE ACCEPTABLE TO THE AGENT (X) TO ALL POLICIES COVERING RISK OF LOSS OR
DAMAGE TO TANGIBLE PROPERTY OF THE PARENT, THE BORROWER AND EACH GUARANTOR
NAMING THE AGENT AS LOSS PAYEE AND (Y) TO ALL GENERAL LIABILITY AND OTHER
LIABILITY POLICIES NAMING THE AGENT AS AN ADDITIONAL INSURED.
IN THE EVENT THE
PARENT, THE BORROWER OR ANY SUBSIDIARY 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 AGENT, 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.
ALL SUMS SO
DISBURSED BY THE AGENT SHALL CONSTITUTE PART OF THE OBLIGATIONS, PAYABLE AS
PROVIDED IN THIS AGREEMENT.
6.7.
COMPLIANCE WITH LAWS.
THE PARENT AND THE BORROWER WILL, AND WILL
CAUSE EACH SUBSIDIARY TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS, ORDERS,
WRITS, JUDGMENTS, INJUNCTIONS, DECREES OR AWARDS TO WHICH IT MAY BE SUBJECT
INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS AND SECTION 302 AND
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, EXCEPT WHERE THE FAILURE TO DO
SO, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.8.
MAINTENANCE OF PROPERTIES.
SUBJECT TO SECTION 6.12, THE PARENT
AND THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, DO ALL THINGS
NECESSARY TO MAINTAIN, PRESERVE, PROTECT AND KEEP ITS PROPERTY USED IN THE
OPERATION OF ITS BUSINESS IN GOOD REPAIR, WORKING ORDER AND CONDITION (ORDINARY
WEAR AND TEAR AND CASUALTY EXCEPTED), AND MAKE ALL