any Subsidiary and any
Governmental Authority; or (iii) the commencement of, or any material
development in, any litigation or
31
proceeding affecting the Borrower or any Subsidiary, including pursuant to any
applicable Environmental Laws;
(c)
of any litigation, investigation or
proceeding affecting the Borrower or any Subsidiary in which the amount involved
exceeds the Threshold Amount, or in which injunctive relief or similar relief is
sought, which relief, if granted, could be reasonably expected to have a
Material Adverse Effect;
(d)
of the occurrence of any ERISA Event;
(e)
of any material change in accounting
policies or financial reporting practices by the Borrower or any Subsidiary.
Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower 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 or other
Loan Document that have been breached.
6.04
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 7.01; (B) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL
RIGHTS, PRIVILEGES, PERMITS, LICENSES AND FRANCHISES NECESSARY OR DESIRABLE IN
THE NORMAL CONDUCT OF ITS BUSINESS; AND (C) PRESERVE OR RENEW ALL OF ITS
REGISTERED PATENTS, TRADEMARKS, TRADE NAMES AND SERVICE MARKS, EXCEPT, IN EACH
CASE, TO THE EXTENT THAT THE FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED
TO HAVE A MATERIAL ADVERSE EFFECT.
6.05
MAINTENANCE OF PROPERTIES.
(A) MAINTAIN, PRESERVE
AND PROTECT ALL OF ITS 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; AND (C) USE THE STANDARD OF CARE TYPICAL IN THE INDUSTRY IN THE
OPERATION AND MAINTENANCE OF ITS FACILITIES; EXCEPT IN EACH CASE TO THE EXTENT
THAT FAILURE TO DO SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
6.06
MAINTENANCE OF INSURANCE.
MAINTAIN WITH FINANCIALLY
SOUND AND REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF THE BORROWER,
INSURANCE WITH RESPECT TO ITS PROPERTIES AND BUSINESS AGAINST LOSS OR DAMAGE OF
THE KINDS CUSTOMARILY INSURED AGAINST BY PERSONS ENGAGED IN THE SAME OR SIMILAR
BUSINESS, OF SUCH TYPES AND IN SUCH AMOUNTS (AFTER GIVING EFFECT TO ANY
SELF-INSURANCE COMPATIBLE WITH THE FOLLOWING STANDARDS) AS ARE CUSTOMARILY
CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER PERSONS.
6.07
COMPLIANCE WITH LAWS.
COMPLY IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF ALL LAWS APPLICABLE TO IT OR TO ITS BUSINESS
OR PROPERTY, EXCEPT IN SUCH INSTANCES IN WHICH (A) SUCH REQUIREMENT OF LAW IS
BEING CONTESTED IN GOOD FAITH OR A BONA FIDE DISPUTE EXISTS WITH RESPECT
THERETO; OR (B) THE FAILURE TO COMPLY THEREWITH COULD NOT REASONABLY BE EXPECTED
TO HAVE