THE ADMINISTRATIVE AGENT OR THE LENDERS, OF (I) COVENANT
COMPLIANCE CALCULATIONS PROVIDED HEREUNDER OR (II) THE ASSETS, LIABILITIES,
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES
ON A CONSOLIDATED BASIS; AND
(F)
OF ANY ANNOUNCEMENT BY MOODY'S OR S&P OF
THE COMMENCEMENT OF OR ANY CHANGE OR POSSIBLE CHANGE IN A DEBT RATING.
Each notice pursuant to this Section 6.03 (other than Section 6.03(f) shall be
accompanied by a statement of a Responsible Officer of the Company setting forth
details of the occurrence referred to therein and stating what action the
Company has 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.
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 THE COMPANY OR SUCH
SUBSIDIARY; (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, UNLESS SUCH FAILURE TO PAY OR DISCHARGE SUCH
INDEBTEDNESS WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
63
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 7.03 OR 7.04; (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.
MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF THE COMPANY (OTHER
THAN ELIGIBLE CAPTIVE INSURANCE SUBSIDIARIES), INSURANCE WITH RESPECT TO ITS
PROPERTIES AND BUSINESS AGAINST LOSS OR DAMAGE OF THE KINDS CUSTOMARILY INSURED
AGAINST BY