its legal existence, except as otherwise permitted under Section 6.05,
Section 6.06 or Section 6.08.
(B)
DO OR CAUSE TO BE DONE ALL THINGS NECESSARY TO OBTAIN, PRESERVE,
RENEW, EXTEND AND KEEP IN FULL FORCE AND EFFECT THE RIGHTS, LICENSES, PERMITS,
PRIVILEGES, FRANCHISES, AUTHORIZATIONS, PATENTS, COPYRIGHTS, TRADEMARKS AND
TRADE NAMES MATERIAL TO THE CONDUCT OF ITS BUSINESS; MAINTAIN AND OPERATE SUCH
BUSINESS IN SUBSTANTIALLY THE MANNER IN WHICH IT IS CONDUCTED AND OPERATED ON
THE CLOSING DATE; COMPLY WITH ALL APPLICABLE LEGAL REQUIREMENTS (INCLUDING ANY
AND ALL ZONING, BUILDING, ENVIRONMENTAL LAW, ORDINANCE, CODE OR APPROVAL OR ANY
BUILDING PERMITS OR ANY RESTRICTIONS OF RECORD OR AGREEMENTS AFFECTING THE REAL
PROPERTY) AND DECREES AND ORDERS OF ANY GOVERNMENTAL AUTHORITY, WHETHER NOW IN
EFFECT OR HEREAFTER ENACTED, EXCEPT WHERE THE FAILURE TO COMPLY WITH SUCH LEGAL
REQUIREMENTS
60
COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; PAY AND
PERFORM ITS OBLIGATIONS UNDER ALL LEASES EXCEPT WHERE THE FAILURE TO PERFORM
SUCH OBLIGATIONS COULD NOT REASONABLY BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE EFFECT; PAY AND PERFORM ITS OBLIGATIONS UNDER ALL LOAN DOCUMENTS; AND AT
ALL TIMES MAINTAIN, PRESERVE AND PROTECT ALL PROPERTY MATERIAL TO THE CONDUCT OF
SUCH BUSINESS AND KEEP SUCH PROPERTY IN GOOD REPAIR, WORKING ORDER AND CONDITION
(OTHER THAN WEAR AND TEAR OCCURRING IN THE ORDINARY COURSE OF BUSINESS) AND FROM
TIME TO TIME MAKE, OR CAUSE TO BE MADE, ALL NECESSARY AND PROPER REPAIRS,
RENEWALS, ADDITIONS, IMPROVEMENTS AND REPLACEMENTS THERETO NECESSARY IN ORDER
THAT THE BUSINESS CARRIED ON IN CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED
AT ALL TIMES; PROVIDED THAT NOTHING IN THIS SECTION 5.03(B) SHALL PREVENT
(I) DISPOSITIONS OF PROPERTY, CONSOLIDATIONS OR MERGERS BY OR INVOLVING ANY
COMPANY IN ACCORDANCE WITH SECTION 6.05, SECTION 6.06 OR SECTION 6.08; (II) THE
WITHDRAWAL BY ANY COMPANY OF ITS QUALIFICATION AS A FOREIGN CORPORATION IN ANY
JURISDICTION WHERE SUCH WITHDRAWAL COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT; OR (III) THE ABANDONMENT BY ANY COMPANY OF ANY
INTELLECTUAL PROPERTY THAT SUCH COMPANY REASONABLY DETERMINES IS NOT USEFUL TO
ITS BUSINESSES OR NO LONGER COMMERCIALLY DESIRABLE.
Section 5.04
Insurance.
(a)
Keep its insurable property adequately
insured at all times by financially sound and reputable insurers; maintain such
other insurance, to such extent and against such risks as is customary with
companies in the same or similar businesses operating in the same or similar
locations, including insurance with respect to Mortgaged Properties and other
properties material to the business of the Companies against such casualties and
contingencies and of such types and in such amounts with such deductibles as is
customary in the case of similar businesses operating in the same or similar
locations, including (i) physical hazard insurance on an "all risk" basis,
(ii) commercial general liability against claims for bodily injury, death or
property damage covering any and all insurable claims, (iii) explosion insurance
in respect of any boilers, machinery or similar apparatus constituting Pledged
Collateral, (iv) business interruption insurance,