SUCH TAX, ASSESSMENT, CHARGE OR CLAIM NEED BE PAID IF
IT IS BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS PROMPTLY
INSTITUTED AND DILIGENTLY CONDUCTED, SO LONG AS (I) SUCH RESERVE OR OTHER
APPROPRIATE PROVISION, IF ANY, AS SHALL BE REQUIRED IN CONFORMITY WITH GAAP
SHALL HAVE BEEN MADE THEREFOR AND (II) IN THE CASE OF A TAX, ASSESSMENT, CHARGE
OR CLAIM WHICH HAS OR MAY BECOME A LIEN AGAINST ANY OF THE
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COLLATERAL, SUCH PROCEEDINGS CONCLUSIVELY OPERATE TO STAY THE SALE OF ANY
PORTION OF THE COLLATERAL TO SATISFY SUCH TAX, ASSESSMENT, CHARGE OR CLAIM.
B.
NEITHER COMPANY NOR HOLDINGS WILL, NOR WILL EITHER PERMIT ANY OF
ITS SUBSIDIARIES TO, FILE OR CONSENT TO THE FILING OF ANY CONSOLIDATED INCOME
TAX RETURN WITH ANY PERSON (OTHER THAN HOLDINGS OR ANY OF ITS SUBSIDIARIES).
6.4
MAINTENANCE OF PROPERTIES; INSURANCE;
APPLICATION OF NET INSURANCE/ CONDEMNATION PROCEEDS.
A.
MAINTENANCE OF PROPERTIES.
COMPANY 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
AND EQUIPMENT USED OR USEFUL IN THE BUSINESS OF COMPANY AND ITS SUBSIDIARIES
(INCLUDING ALL INTELLECTUAL PROPERTY) AND FROM TIME TO TIME WILL MAKE OR CAUSE
TO BE MADE ALL APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS THEREOF AS COMPANY
SHALL DETERMINE IS REASONABLE OR NECESSARY IN THE EXERCISE OF ITS GOOD FAITH
COMMERCIAL JUDGMENT. COMPANY WILL, AND WILL CAUSE EACH OF ITS SUBSIDIARIES TO,
USE THE STANDARD OF CARE TYPICAL IN THE INDUSTRY IN THE OPERATION AND
MAINTENANCE OF ITS PROPERTIES AND EQUIPMENT.
B.
INSURANCE.
COMPANY WILL MAINTAIN OR CAUSE TO BE MAINTAINED, WITH
FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES (NOT AFFILIATES OF ANY LOAN
PARTIES), SUCH PUBLIC LIABILITY INSURANCE, THIRD PARTY PROPERTY DAMAGE
INSURANCE, BUSINESS INTERRUPTION/BUSINESS INCOME INSURANCE AND CASUALTY
INSURANCE WITH RESPECT TO LIABILITIES, LOSSES OR DAMAGE IN RESPECT OF THE
ASSETS, PROPERTIES AND BUSINESSES OF COMPANY AND ITS SUBSIDIARIES AS MAY
CUSTOMARILY BE CARRIED OR MAINTAINED UNDER SIMILAR CIRCUMSTANCES BY CORPORATIONS
OF ESTABLISHED REPUTATION ENGAGED IN SIMILAR BUSINESSES, IN EACH CASE IN SUCH
AMOUNTS (GIVING EFFECT TO SELF-INSURANCE COMPATIBLE WITH THE FOLLOWING
STANDARDS), WITH SUCH DEDUCTIBLES, COVERING SUCH RISKS AND OTHERWISE ON SUCH
TERMS AND CONDITIONS AS SHALL BE CUSTOMARY FOR CORPORATIONS SIMILARLY SITUATED
IN THE INDUSTRY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY WILL
MAINTAIN OR CAUSE TO BE MAINTAINED FLOOD INSURANCE WITH RESPECT TO EACH FLOOD
HAZARD PROPERTY THAT IS LOCATED IN A COMMUNITY THAT PARTICIPATES IN THE NATIONAL
FLOOD INSURANCE PROGRAM, IN EACH CASE IN COMPLIANCE WITH ANY APPLICABLE
REGULATIONS OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM.
EACH SUCH
POLICY OF INSURANCE SHALL (I) NAME ADMINISTRATIVE AGENT FOR THE BENEFIT OF
LENDERS AS AN ADDITIONAL INSURED THEREUNDER AS ITS INTERESTS MAY APPEAR AND
(II) IN THE CASE OF EACH BUSINESS INTERRUPTION/BUSINESS INCOME AND CASUALTY
INSURANCE POLICY, CONTAIN A STANDARD MORTGAGEE AND LENDER LOSS PAYABLE CLAUSE OR
ENDORSEMENT, REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO ADMINISTRATIVE
AGENT, THAT NAMES ADMINISTRATIVE