THE BORROWER OR ANY CONTROLLED GROUP MEMBER
HAVING TO PROVIDE MORE THAN $10,000,000 IN ADDITION TO THE NORMAL CONTRIBUTION
REQUIRED FOR THE PLAN YEAR IN WHICH TERMINATION OCCURS TO MAKE SUCH PENSION PLAN
SUFFICIENT), OR THE FAILURE TO MAKE A REQUIRED CONTRIBUTION TO ANY PENSION PLAN
IF SUCH FAILURE IS SUFFICIENT TO GIVE RISE TO A LIEN UNDER SECTION 302(F) OF
ERISA, OR THE TAKING OF ANY ACTION WITH RESPECT TO A PENSION PLAN WHICH WOULD
LIKELY RESULT IN THE REQUIREMENT THAT THE BORROWER FURNISH A BOND OR OTHER
SECURITY TO THE PBGC OR SUCH PENSION PLAN, OR THE OCCURRENCE OF ANY EVENT WITH
RESPECT TO
ANY PENSION PLAN WHICH WOULD LIKELY RESULT IN THE INCURRENCE BY THE BORROWER OF
ANY LIABILITY, FINE OR PENALTY WHICH WILL HAVE A MATERIAL ADVERSE EFFECT, OR ANY
INCREASE IN THE CONTINGENT LIABILITY OF THE BORROWER WITH RESPECT TO ANY
POST-RETIREMENT WELFARE PLAN BENEFIT IF THE INCREASE IN SUCH CONTINGENT
LIABILITY WILL RESULT IN A MATERIAL ADVERSE EFFECT, NOTICE THEREOF AND COPIES OF
ALL DOCUMENTATION RELATING THERETO;
(H)
IMMEDIATELY UPON BECOMING AWARE OF ANY
CHANGE IN BORROWER'S DEBT RATING, A STATEMENT DESCRIBING SUCH CHANGE, WHETHER
SUCH CHANGE WAS MADE BY S&P, MOODY'S OR BOTH AND THE EFFECTIVE DATE OF SUCH
CHANGE; AND
(I)
SUCH OTHER NON-CONFIDENTIAL INFORMATION
RESPECTING THE CONDITION OR OPERATIONS, FINANCIAL OR OTHERWISE, OF THE BORROWER
OR ANY OF ITS SUBSIDIARIES AS ANY LENDER THROUGH THE ADMINISTRATIVE AGENT MAY
FROM TIME TO TIME REASONABLY REQUEST.
6.02
COMPLIANCE WITH LAWS, ETC.
THE BORROWER WILL, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO, COMPLY IN ALL RESPECTS WITH ALL
APPLICABLE LAWS, EXCEPT WHERE SUCH NON-COMPLIANCE WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT, SUCH COMPLIANCE TO INCLUDE (WITHOUT LIMITATION):
(A)
PRESERVE, RENEW AND MAINTAIN IN FULL FORCE
AND EFFECT ITS LEGAL EXISTENCE AND GOOD STANDING UNDER THE APPLICABLE LAWS OF
THE JURISDICTION OF ITS ORGANIZATION AND EACH JURISDICTION WHERE ITS CONDUCT OF
BUSINESS REQUIRES QUALIFICATION OR GOOD STANDING (EXCEPT ANY SUBSIDIARY MAY
MERGE, CONSOLIDATE OR LIQUIDATE AS PERMITTED PURSUANT TO SECTION 7.04), AND
(B)
THE PAYMENT, BEFORE THE SAME BECOME
DELINQUENT, OF ALL TAXES, ASSESSMENTS AND GOVERNMENTAL CHARGES IMPOSED UPON IT
OR UPON ITS PROPERTY EXCEPT TO THE EXTENT BEING DILIGENTLY CONTESTED IN GOOD
FAITH BY APPROPRIATE PROCEEDINGS AND FOR WHICH ADEQUATE RESERVES IN ACCORDANCE
WITH GAAP SHALL HAVE BEEN SET ASIDE ON ITS BOOKS.
6.03
MAINTENANCE OF PROPERTIES.
THE BORROWER WILL, AND
WILL CAUSE EACH OF ITS SUBSIDIARIES TO, MAINTAIN, PRESERVE, PROTECT AND KEEP ITS
MATERIAL PROPERTIES IN GOOD REPAIR, WORKING ORDER AND CONDITION, AND MAKE
NECESSARY AND PROPER REPAIRS, RENEWALS AND REPLACEMENTS SO THAT ITS BUSINESS
CARRIED ON IN CONNECTION THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES UNLESS
THE BORROWER DETERMINES IN GOOD FAITH THAT THE CONTINUED MAINTENANCE OF ANY OF
ITS PROPERTIES IS NO LONGER ECONOMICALLY DESIRABLE.
6.04
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE EACH
OF ITS SUBSIDIARIES TO, MAINTAIN OR CAUSE TO BE MAINTAINED WITH RESPONSIBLE
INSURANCE COMPANIES INSURANCE WITH RESPECT TO ITS PROPERTIES MATERIAL TO THE
BUSINESS