RENEW AND KEEP IN FULL FORCE AND EFFECT (A) ITS LEGAL EXISTENCE, (B)
THE RIGHTS, CONTRACTS, LICENSES, PERMITS, PRIVILEGES, FRANCHISES, PATENTS,
COPYRIGHTS, TRADEMARKS AND TRADE NAMES MATERIAL TO THE CONDUCT OF ITS BUSINESS
AND (C) ALL LICENSES, REGISTRATIONS AND MEMBERSHIPS OF EACH REGULATED SUBSIDIARY
TO THE FULL EXTENT REQUIRED UNDER APPLICABLE REQUIREMENTS OF LAW AND THE
APPLICABLE RULES AND REGULATIONS PROMULGATED BY ANY SUPERVISORY ORGANIZATION OR
GOVERNMENTAL AUTHORITY; PROVIDED THAT THE FOREGOING CLAUSE (A) SHALL NOT
PROHIBIT ANY MERGER, CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER
SECTION 6.03.
SECTION 5.05.
PAYMENT OF OBLIGATIONS.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, PAY ITS INDEBTEDNESS AND OTHER OBLIGATIONS, INCLUDING TAX
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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) 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.
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. 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 ARE (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 THE BORROWER AND (B) ALL INSURANCE
REQUIRED TO BE MAINTAINED BY LAW OR ANY 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.
THE BORROWER (A) WILL FURNISH TO THE
ADMINISTRATIVE AGENT AND THE LENDERS PROMPT WRITTEN NOTICE OF ANY CASUALTY OR
OTHER INSURED DAMAGE TO ANY MATERIAL PORTION OF ANY COLLATERAL OR THE
COMMENCEMENT OF ANY ACTION OR PROCEEDING FOR THE TAKING OR EXPORTATION OF ANY
COLLATERAL OR ANY PART THEREOF OR INTEREST THEREIN UNDER POWER OF EMINENT DOMAIN
OR BY CONDEMNATION OR SIMILAR PROCEEDING AND (B) WILL ENSURE THAT THE NET
PROCEEDS OF ANY SUCH EVENT (WHETHER IN THE FORM OF INSURANCE PROCEEDS,
CONDEMNATION AWARDS OR OTHERWISE) ARE COLLECTED AND APPLIED IN ACCORDANCE WITH
THE APPLICABLE PROVISIONS OF THE SECURITY DOCUMENTS AND THIS AGREEMENT.
SECTION 5.09.
BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS.
THE BORROWER
WILL, AND WILL CAUSE EACH SUBSIDIARY TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT
IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL DEALINGS AND
TRANSACTIONS IN RELATION TO ITS BUSINESS AND ACTIVITIES.
THE BORROWER WILL, AND
WILL CAUSE EACH