to this Agreement.
6.05
Preservation of Existence, Etc..
Preserve, renew
and maintain in full force and effect its legal existence and good standing
under the Laws of the jurisdiction of its organization or formation except in a
transaction permitted by Section 7.04 or 7.05.
6.06
Maintenance of Properties.
(A)
KEEP ITS PROPERTIES IN SUCH REPAIR, WORKING
ORDER AND CONDITION, AND SHALL FROM TIME TO TIME MAKE SUCH REPAIRS,
REPLACEMENTS, ADDITIONS AND IMPROVEMENTS THERETO, AS ARE REASONABLY NECESSARY
FOR THE EFFICIENT OPERATION OF ITS BUSINESS AND SHALL COMPLY AT ALL TIMES IN ALL
MATERIAL RESPECTS WITH ALL MATERIAL FRANCHISES, LICENSES AND LEASES TO WHICH IT
IS PARTY SO AS TO PREVENT ANY LOSS OR FORFEITURE THEREOF OR THEREUNDER, EXCEPT
WHERE (I) COMPLIANCE IS AT THE TIME BEING CONTESTED IN GOOD FAITH BY APPROPRIATE
PROCEEDINGS AND (II) FAILURE TO COMPLY WITH THE PROVISIONS BEING CONTESTED HAS
NOT RESULTED, AND WHICH, IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO
HAVE A MATERIAL ADVERSE EFFECT.
(B)
TAKE ALL REASONABLE ACTIONS TO POSSESS AND
MAINTAIN ALL INTELLECTUAL PROPERTY MATERIAL TO THE CONDUCT OF THEIR RESPECTIVE
BUSINESSES AND OWN ALL RIGHT, TITLE AND INTEREST IN AND TO, OR HAVE A VALID
LICENSE FOR, ALL SUCH INTELLECTUAL PROPERTY.
NO LOAN PARTY NOR ANY OF ITS
SUBSIDIARIES SHALL TAKE ANY ACTION, OR FAIL TO TAKE ANY ACTION, THAT COULD
REASONABLY BE EXPECTED TO (I) RESULT IN THE INVALIDITY, ABANDONMENT, MISUSE,
LAPSE, OR UNENFORCEABILITY OF INTELLECTUAL PROPERTY WHICH IS MATERIAL TO THE
CONDUCT OF THE BUSINESS OF THE LOAN PARTIES OR (II) KNOWINGLY INFRINGE UPON OR
MISAPPROPRIATE ANY RIGHTS OF OTHER PERSONS.
(C)
DO ALL THINGS REASONABLY NECESSARY IN ORDER
TO COMPLY WITH ALL ENVIRONMENTAL LAWS AT ANY REAL PROPERTY OR OTHERWISE IN
CONNECTION WITH THEIR OPERATIONS NONCOMPLIANCE WITH WHICH COULD REASONABLY BE
EXPECTED TO CAUSE A MATERIAL ADVERSE EFFECT, AND OBTAIN ALL PERMITS AND OTHER
GOVERNMENTAL AUTHORIZATIONS FOR THEIR OPERATIONS UNDER APPLICABLE ENVIRONMENTAL
LAWS OTHER THAN SUCH PERMITS AND OTHER AUTHORIZATIONS THE FAILURE OF WHICH TO
OBTAIN COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO
CAUSE A MATERIAL ADVERSE EFFECT.
6.07
Maintenance of Insurance.
(A)
MAINTAIN WITH FINANCIALLY SOUND AND
REPUTABLE INSURANCE COMPANIES REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT
AND NOT AFFILIATES OF THE LOAN PARTIES, 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 AND OPERATING IN THE SAME OR
SIMILAR LOCATIONS OR AS IS REQUIRED BY APPLICABLE LAW, OF SUCH TYPES AND IN SUCH
AMOUNTS AS ARE CUSTOMARILY CARRIED UNDER SIMILAR CIRCUMSTANCES BY SUCH OTHER
PERSONS AND AS ARE REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT.
(B)
FIRE AND EXTENDED COVERAGE POLICIES
MAINTAINED WITH RESPECT TO ANY COLLATERAL SHALL BE ENDORSED OR OTHERWISE AMENDED
TO INCLUDE (I) A NON-CONTRIBUTING
97
MORTGAGE CLAUSE (REGARDING IMPROVEMENTS TO REAL PROPERTY) AND LENDERS' LOSS
PAYABLE CLAUSE (REGARDING PERSONAL PROPERTY), IN FORM AND SUBSTANCE SATISFACTORY
TO THE COLLATERAL AGENT, WHICH ENDORSEMENTS OR AMENDMENTS SHALL PROVIDE THAT THE
INSURER SHALL