HAVE A MATERIAL ADVERSE EFFECT; AND (III) 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.
SECTION 6.06
MAINTENANCE OF PROPERTIES.
EACH GROUP COMPANY WILL:
(I)
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; (II) 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 (III) USE THE
STANDARD OF CARE TYPICAL IN THE INDUSTRY IN THE OPERATION AND MAINTENANCE OF ITS
FACILITIES.
SECTION 6.07
INSURANCE; CERTAIN PROCEEDS.
(A)
INSURANCE POLICIES.
EACH OF THE GROUP COMPANIES WILL AT ALL TIMES
MAINTAIN IN FULL FORCE AND EFFECT INSURANCE (INCLUDING WORKER'S COMPENSATION
INSURANCE, LIABILITY INSURANCE, CASUALTY INSURANCE AND BUSINESS INTERRUPTION
INSURANCE) IN SUCH AMOUNTS, COVERING SUCH RISKS AND LIABILITIES AND WITH SUCH
DEDUCTIBLES OR SELF-INSURANCE RETENTIONS AS ARE IN ACCORDANCE WITH NORMAL
INDUSTRY PRACTICE (OR AS ARE OTHERWISE REQUIRED BY THE COLLATERAL DOCUMENTS).
THE COLLATERAL AGENT SHALL BE NAMED AS LOSS PAYEE OR MORTGAGEE, AS ITS INTEREST
MAY APPEAR, WITH RESPECT TO ALL SUCH PROPERTY AND CASUALTY POLICIES AND
ADDITIONAL INSURED WITH RESPECT TO ALL SUCH OTHER POLICIES (OTHER THAN KEY MAN
LIFE INSURANCE, WORKERS' COMPENSATION AND EMPLOYEE HEALTH POLICIES), AND EACH
PROVIDER OF ANY SUCH INSURANCE SHALL AGREE, BY ENDORSEMENT UPON THE POLICY OR
POLICIES ISSUED BY IT OR BY INDEPENDENT INSTRUMENTS FURNISHED TO THE COLLATERAL
AGENT, THAT THE INSURANCE CARRIER SHALL PAY ALL PROCEEDS (OTHER THAN PROCEEDS IN
RESPECT OF THE ABL PRIORITY COLLATERAL) IN EXCESS OF $1,000,000 OR, IF IT SHALL
HAVE RECEIVED NOTICE FROM THE COLLATERAL AGENT THAT AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING ALL PROCEEDS (OTHER THAN PROCEEDS IN RESPECT OF THE
ABL PRIORITY COLLATERAL), OTHERWISE PAYABLE TO HOLDINGS OR ONE OR MORE OF ITS
SUBSIDIARIES UNDER SUCH POLICIES DIRECTLY TO THE COLLATERAL AGENT (WHICH
AGREEMENT SHALL BE EVIDENCED BY A "STANDARD" OR "NEW YORK" LENDER'S LOSS PAYABLE
ENDORSEMENT IN THE NAME OF THE COLLATERAL AGENT ON ACCORD FORM 27) AND THAT IT
WILL GIVE THE COLLATERAL AGENT THIRTY DAYS' PRIOR WRITTEN NOTICE BEFORE ANY SUCH
POLICY OR POLICIES SHALL BE ALTERED OR CANCELED, AND THAT NO ACT OR DEFAULT OF
ANY GROUP COMPANY OR ANY OTHER PERSON SHALL AFFECT THE RIGHTS OF THE COLLATERAL
AGENT OR THE LENDERS UNDER SUCH POLICY OR POLICIES.
(B)
LOSS EVENTS.
IN CASE OF ANY CASUALTY OR CONDEMNATION WITH RESPECT
TO ANY PROPERTY OF ANY GROUP COMPANY OR ANY PART THEREOF (OTHER THAN PROPERTY
CONSTITUTING ABL PRIORITY COLLATERAL) HAVING A FAIR MARKET VALUE IN EXCESS OF
$1,000,000, THE COMPANY SHALL PROMPTLY GIVE WRITTEN NOTICE THEREOF TO THE
ADMINISTRATIVE AGENT GENERALLY DESCRIBING THE NATURE AND EXTENT OF SUCH DAMAGE,
70
DESTRUCTION OR TAKING.
IN SUCH CASE, THE COMPANY SHALL, OR SHALL CAUSE SUCH
GROUP COMPANY TO, PROMPTLY REPAIR, RESTORE