PAY AND
DISCHARGE (I) ALL MATERIAL TAXES, ASSESSMENTS AND OTHER GOVERNMENTAL CHARGES OR
LEVIES IMPOSED UPON IT, OR
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UPON ITS INCOME OR PROFITS, OR UPON ANY OF ITS PROPERTIES, BEFORE THEY SHALL
BECOME DELINQUENT, (II) ALL LAWFUL CLAIMS (INCLUDING CLAIMS FOR LABOR, MATERIALS
AND SUPPLIES) WHICH, IF UNPAID, MIGHT GIVE RISE TO A LIEN (OTHER THAN A
PERMITTED LIEN) UPON ANY OF ITS PROPERTIES AND (III) EXCEPT AS PROHIBITED
HEREUNDER, ALL OF ITS OTHER INDEBTEDNESS AS IT SHALL BECOME DUE; PROVIDED,
HOWEVER, THAT NO GROUP COMPANY SHALL BE REQUIRED TO PAY ANY SUCH TAX,
ASSESSMENT, CHARGE, LEVY, CLAIM OR INDEBTEDNESS WHICH IS BEING CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED AND AS TO WHICH ADEQUATE
RESERVES HAVE BEEN ESTABLISHED IN ACCORDANCE WITH GAAP, UNLESS THE FAILURE TO
MAKE ANY SUCH PAYMENT (I) COULD GIVE RISE TO AN IMMEDIATE RIGHT TO FORECLOSE ON
A LIEN SECURING SUCH AMOUNTS OR (II) COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 6.05
PRESERVATION OF EXISTENCE ETC.; COMPLIANCE.
EXCEPT AS A RESULT OF
OR IN CONNECTION WITH A DISSOLUTION, MERGER OR DISPOSITION OF A SUBSIDIARY OF
THE BORROWER PERMITTED UNDER SECTION 7.04 OR SECTION 7.05, EACH GROUP COMPANY
WILL: (I) PRESERVE, RENEW AND MAINTAIN IN FULL FORCE AND EFFECT ITS LEGAL
EXISTENCE AND GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION; (II) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS,
PRIVILEGES, PERMITS, LICENSES AND FRANCHISES NECESSARY OR DESIRABLE IN THE
NORMAL CONDUCT OF ITS BUSINESS, EXCEPT IN THE CASE OF CLAUSE (I) OR (II) TO THE
EXTENT THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT; AND (III) 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.
EACH GROUP COMPANY
WILL COMPLY WITH ALL OF ITS CONTRACTUAL OBLIGATIONS EXCEPT TO THE EXTENT THAT
THE FAILURE TO COMPLY THEREWITH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
SECTION 6.06
MAINTENANCE OF PROPERTIES.
EACH GROUP COMPANY WILL: (I) 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 AND CASUALTY AND CONDEMNATION EXCEPTED; AND (II) 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.
SECTION 6.07
INSURANCE; CERTAIN PROCEEDS.
(A)
INSURANCE POLICIES.
EACH OF THE GROUP COMPANIES WILL AT ALL TIMES
MAINTAIN IN FULL FORCE AND EFFECT INSURANCE (INCLUDING WORKER'S COMPENSATION
INSURANCE, LIABILITY INSURANCE, CASUALTY INSURANCE AND BUSINESS INTERRUPTION
INSURANCE) IN SUCH AMOUNTS, COVERING SUCH RISK AND LIABILITIES AND WITH SUCH
DEDUCTIBLES OR SELF-INSURANCE RETENTIONS AS ARE IN ACCORDANCE WITH NORMAL
INDUSTRY PRACTICE.
THE COLLATERAL AGENT SHALL BE NAMED AS LOSS PAYEE OR
MORTGAGEE, AS ITS INTEREST MAY APPEAR, WITH RESPECT TO ALL SUCH PROPERTY AND
CASUALTY POLICIES AND ADDITIONAL INSURED