THE SAME SHALL BECOME
DUE AND PAYABLE OR WITHIN 45 DAYS THEREAFTER, ALL ITS TAX LIABILITIES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES UPON IT OR ITS PROPERTIES OR
ASSETS AND ALL LAWFUL CLAIMS WHICH, IF UNPAID, WOULD BY LAW BECOME A LIEN UPON
ITS PROPERTY; PROVIDED, HOWEVER, THAT NEITHER THE BORROWER NOR ANY OF ITS
SUBSIDIARIES SHALL BE REQUIRED TO PAY OR DISCHARGE ANY SUCH OBLIGATION THAT IS
BEING CONTESTED IN GOOD FAITH AND (WHERE APPROPRIATE) BY PROPER PROCEEDINGS AND
AS TO WHICH APPROPRIATE RESERVES ARE BEING MAINTAINED.
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 BORROWER MAY CONSUMMATE THE
ACQUISITION; (B) TAKE ALL COMMERCIALLY 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 WOULD NOT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT; AND (C) PRESERVE OR RENEW ALL OF ITS
OWNED AND ISSUED REGISTERED PATENTS, TRADEMARKS, TRADE NAMES AND SERVICE MARKS,
THE NON-PRESERVATION OR RENEWAL OF WHICH WOULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
6.06
MAINTENANCE OF PROPERTIES.
MAINTAIN, PRESERVE, PROTECT AND REPAIR
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.
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 (INCLUDING SELF-INSURANCE) AS ARE CUSTOMARILY
CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER PERSONS AND PROVIDING FOR NOT
LESS THAN 30 DAYS' PRIOR NOTICE TO THE ADMINISTRATIVE AGENT OF ANY MATERIAL
MODIFICATION, TERMINATION, LAPSE OR CANCELLATION OF SUCH INSURANCE.
EACH SUCH
POLICY OF INSURANCE SHALL NAME THE ADMINISTRATIVE AGENT AS THE LOSS PAYEE (OR,
IN THE CASE OF LIABILITY INSURANCE, AN ADDITIONAL INSURED) THEREUNDER FOR THE
RATABLE BENEFIT OF THE SECURED PARTIES, AND SHALL (EXCEPT IN THE CASE OF
LIABILITY INSURANCE) NAME THE ADMINISTRATIVE AGENT AS THE "MORTGAGEE" UNDER A
SO-CALLED "NEW YORK" LONG FORM NON-CONTRIBUTORY ENDORSEMENT.
IN ADDITION TO THE
FOREGOING, IF IN EACH CASE ANY PORTION OF A MORTGAGED PROPERTY IS LOCATED IN AN
AREA IDENTIFIED BY THE FEDERAL EMERGENCY MANAGEMENT AGENCY AS AN AREA HAVING
SPECIAL FLOOD HAZARDS AND IN WHICH FLOOD INSURANCE HAS BEEN MADE AVAILABLE UNDER
THE NATIONAL FLOOD INSURANCE ACT OF 1968 (OR ANY AMENDMENT OR SUCCESSOR ACT
THERETO), THEN BORROWER SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED, WITH
RESPONSIBLE AND REPUTABLE INSURANCE COMPANIES OR ASSOCIATIONS, SUCH FLOOD
INSURANCE IF THEN AVAILABLE IN AN AMOUNT SUFFICIENT TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS PROMULGATED PURSUANT TO SUCH ACT.
73
6.08
COMPLIANCE WITH LAWS.