A
CLAIM FOR DAMAGES, PENALTIES OR OTHER AMOUNTS TO BE PAID THAT EXCEEDS THE AMOUNT
COVERED BY INSURANCE BY THE THRESHOLD AMOUNT.
Each notice pursuant to Section 6.03 (other than Section 6.03(e)) shall be
accompanied by a statement of a Responsible Officer of the Borrowers setting
forth details of the occurrence referred to therein and stating what action the
Borrowers have 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 BORROWERS OR SUCH SUBSIDIARY; (B) LL
LAWFUL CLAIMS WHICH, IF UNPAID, WOULD BY LAW BECOME A LIEN UPON ITS PROPERTY,
UNLESS THE SAME ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
DILIGENTLY CONDUCTED AND WITH ADEQUATE RESERVES IN ACCORDANCE WITH GAAP; AND
(C) LL INDEBTEDNESS, AS AND WHEN DUE AND PAYABLE, BUT SUBJECT TO ANY
SUBORDINATION PROVISIONS CONTAINED IN ANY INSTRUMENT OR AGREEMENT EVIDENCING
SUCH INDEBTEDNESS.
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 7.04 OR 7.05; PROVIDED, HOWEVER, THAT THE BORROWERS AND THEIR
SUBSIDIARIES MAY CONSUMMATE THE MERGER AND ANY OTHER MERGER OR CONSOLIDATION
PERMITTED UNDER SECTION 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
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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 BORROWERS, 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 AS ARE CUSTOMARILY