or notices required to be delivered pursuant to this Section 5.1 or otherwise
are being distributed through the Platform, any document or notice which
contains Nonpublic Information (or is deemed to contain Nonpublic Information)
shall not be posted on that portion of the Platform designated for such public
side Lenders.
5.2
EXISTENCE.
EXCEPT AS OTHERWISE PERMITTED UNDER SECTION 6.8, EACH
CREDIT PARTY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO, AT ALL TIMES
PRESERVE AND KEEP IN FULL FORCE AND EFFECT ITS EXISTENCE AND ALL RIGHTS AND
FRANCHISES, LICENSES AND PERMITS MATERIAL TO ITS BUSINESS; PROVIDED, NO CREDIT
PARTY OR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE ANY SUCH
EXISTENCE, RIGHT OR FRANCHISE, LICENSES AND PERMITS IF SUCH PERSON'S BOARD OF
DIRECTORS (OR SIMILAR GOVERNING BODY) SHALL DETERMINE THAT THE PRESERVATION
THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF THE BUSINESS OF SUCH PERSON,
AND THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS IN ANY MATERIAL RESPECT TO SUCH
PERSON OR TO LENDERS.
5.3
PAYMENT OF TAXES AND CLAIMS.
EACH CREDIT PARTY WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, PAY ALL MATERIAL TAXES IMPOSED UPON IT OR ANY
OF ITS PROPERTIES OR ASSETS OR IN RESPECT OF ANY OF ITS INCOME, BUSINESSES OR
FRANCHISES BEFORE ANY PENALTY OR FINE ACCRUES THEREON, AND ALL CLAIMS (INCLUDING
CLAIMS FOR LABOR, SERVICES, MATERIALS AND SUPPLIES) FOR SUMS THAT HAVE BECOME
DUE AND PAYABLE AND THAT BY LAW HAVE OR MAY BECOME A LIEN UPON ANY OF ITS
PROPERTIES OR ASSETS, PRIOR TO THE TIME WHEN ANY PENALTY OR FINE SHALL BE
INCURRED WITH RESPECT THERETO; PROVIDED, NO SUCH TAX OR CLAIM NEED BE PAID IF IT
IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS PROMPTLY INSTITUTED
AND DILIGENTLY CONDUCTED, SO LONG AS (A) ADEQUATE RESERVE OR OTHER APPROPRIATE
PROVISION, AS SHALL BE REQUIRED IN CONFORMITY WITH GAAP SHALL HAVE BEEN MADE
THEREFOR, AND (B) IN THE CASE OF A TAX OR CLAIM WHICH HAS OR MAY BECOME A LIEN
AGAINST ANY OF THE COLLATERAL, SUCH CONTEST PROCEEDINGS CONCLUSIVELY OPERATE TO
STAY THE SALE OF ANY PORTION OF THE COLLATERAL TO SATISFY SUCH TAX OR CLAIM.
NO
CREDIT PARTY WILL, NOR WILL IT PERMIT ANY OF ITS SUBSIDIARIES TO, FILE OR
CONSENT TO THE FILING OF ANY CONSOLIDATED INCOME TAX RETURN WITH ANY PERSON
(OTHER THAN THE BORROWER OR ANY OF ITS SUBSIDIARIES).
5.4
MAINTENANCE OF PROPERTIES.
EACH CREDIT PARTY WILL, AND WILL
CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN OR CAUSE TO BE MAINTAINED IN GOOD
REPAIR, WORKING ORDER AND CONDITION, ORDINARY WEAR AND TEAR EXCEPTED, ALL
MATERIAL PROPERTIES USED OR USEFUL IN THE BUSINESS OF THE BORROWER AND ITS
SUBSIDIARIES AND FROM TIME TO TIME WILL MAKE OR CAUSE TO BE MADE ALL APPROPRIATE
REPAIRS, RENEWALS AND REPLACEMENTS THEREOF.
5.5
INSURANCE.
THE BORROWER WILL MAINTAIN OR CAUSE TO BE MAINTAINED,
WITH FINANCIALLY SOUND AND REPUTABLE INSURERS, SUCH PUBLIC LIABILITY INSURANCE,
THIRD PARTY PROPERTY DAMAGE INSURANCE, BUSINESS INTERRUPTION INSURANCE AND
CASUALTY INSURANCE WITH RESPECT TO LIABILITIES, LOSSES