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.
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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 the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by such Loan Party; (b) all lawful claims which,
if unpaid, would by law become a Lien upon its property; and (c) all
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; AND
(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.
6.06
Maintenance of Properties.
(A)
MAINTAIN, PRESERVE AND PROTECT ALL OF ITS
MATERIAL 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 EXCEPT WHERE THE FAILURE TO DO SO COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND
(C)
USE THE STANDARD OF CARE TYPICAL IN THE
INDUSTRY IN THE OPERATION AND MAINTENANCE OF ITS FACILITIES.
6.07
Maintenance of Insurance.
(A)
BORROWER SHALL AT ALL TIMES MAINTAIN (AT
ITS OWN EXPENSE) WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES, NOT
AFFILIATES OF BORROWER, INSURANCE REQUIRED UNDER SECTION 6.7 OF THE OPERATING
AGREEMENT OF BORROWER AS IT EXISTS ON THE DATE HEREOF.
ALL INSURANCE POLICIES
COVERING COLLATERAL SHALL BE ENDORSED (A) TO PROVIDE FOR PAYMENT OF LOSSES TO
ADMINISTRATIVE AGENT AS ITS INTERESTS MAY APPEAR, (B) TO PROVIDE THAT SUCH
POLICIES MAY NOT BE CANCELED OR REDUCED OR AFFECTED IN ANY MATERIAL MANNER FOR
ANY REASON WITHOUT THIRTY (30) DAYS PRIOR NOTICE TO ADMINISTRATIVE AGENT, (C) TO
PROVIDE FOR ANY OTHER MATTERS SPECIFIED IN ANY APPLICABLE SECURITY DOCUMENT OR
WHICH ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE, AND (D) TO PROVIDE FOR
INSURANCE AGAINST FIRE, CASUALTY AND ANY OTHER HAZARDS NORMALLY INSURED AGAINST,
IN THE
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AMOUNT OF THE FULL VALUE (LESS A REASONABLE DEDUCTIBLE NOT TO EXCEED AMOUNTS
CUSTOMARY IN THE INDUSTRY FOR SIMILARLY SITUATED BUSINESSES AND PROPERTIES) OF