COULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
ON OR BEFORE THE FIFTH BUSINESS DAY
AFTER THE CONSUMMATION OF THE ACQUISITION, EFFECT THE REFINANCING OF THE
INDEBTEDNESS AND OBLIGATIONS DESCRIBED IN CLAUSE (C) OF THE DEFINITION OF
EXISTING AGREEMENTS, THE TERMINATION OF ALL COMMITMENTS RELATING THERETO, AND
THE RELEASE AND TERMINATION OF ALL LIENS AND SECURITY INTERESTS RELATED THERETO
(OTHER THAN ANY LIENS OR SECURITY INTERESTS PERMITTED UNDER THE LOAN DOCUMENTS),
IN EACH CASE ON TERMS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT.
87
6.05
PRESERVATION OF EXISTENCE, ETC.
(A) PRESERVE 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 BORROWER AND ANY OF ITS RESTRICTED
SUBSIDIARIES MAY CONSUMMATE ANY MERGER OR CONSOLIDATION PERMITTED UNDER
SECTION 7.04; (B) TAKE ALL REASONABLE ACTION TO MAINTAIN ALL RIGHTS, PRIVILEGES,
PERMITS, LICENSES AND FRANCHISES NECESSARY 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 ADVERSE EFFECT; AND (C) RENEW AND USE ALL REASONABLE
EFFORTS TO PRESERVE ALL OF ITS INTELLECTUAL PROPERTY, THE NON-PRESERVATION OF
WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.06
MAINTENANCE OF PROPERTIES.
MAINTAIN 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, EXCEPT WHERE THE FAILURE TO DO
SO COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
6.07
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.
6.08
COMPLIANCE WITH LAWS.
COMPLY IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF ALL LAWS AND ALL ORDERS, WRITS, INJUNCTIONS AND DECREES
APPLICABLE TO IT OR TO ITS BUSINESS OR PROPERTY, EXCEPT IN SUCH INSTANCES IN
WHICH (A) SUCH REQUIREMENT OF LAW OR ORDER, WRIT, INJUNCTION OR DECREE IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED OR (B)
THE FAILURE TO COMPLY THEREWITH COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.09
BOOKS AND RECORDS.
(A) MAINTAIN PROPER BOOKS OF RECORD AND
ACCOUNT, IN WHICH FULL, TRUE AND CORRECT ENTRIES IN CONFORMITY WITH GAAP OR SAP
IN ALL MATERIAL RESPECTS, AS APPLICABLE, CONSISTENTLY APPLIED SHALL BE MADE OF
ALL FINANCIAL TRANSACTIONS AND MATTERS INVOLVING THE ASSETS AND BUSINESS OF THE
BORROWER OR SUCH RESTRICTED SUBSIDIARY, AS THE CASE MAY BE; AND (B) MAINTAIN
SUCH BOOKS OF RECORD AND ACCOUNT IN MATERIAL CONFORMITY WITH ALL APPLICABLE
MATERIAL REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY HAVING REGULATORY
JURISDICTION OVER