6.5.
TAXES.
THE BORROWER WILL, AND WILL CAUSE EACH
SUBSIDIARY TO, TIMELY FILE COMPLETE AND CORRECT UNITED STATES FEDERAL AND
APPLICABLE MATERIAL FOREIGN, STATE AND LOCAL TAX RETURNS REQUIRED BY LAW AND PAY
WHEN DUE ALL UNITED STATES FEDERAL AND OTHER MATERIAL TAXES, ASSESSMENTS AND
GOVERNMENTAL CHARGES AND LEVIES UPON IT OR ITS INCOME, PROFITS OR PROPERTY,
EXCEPT THOSE WHICH ARE BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS
AND WITH RESPECT TO WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE IN ACCORDANCE
WITH AGREEMENT ACCOUNTING PRINCIPLES.
6.6.
INSURANCE.
THE BORROWER WILL, AND WILL CAUSE
EACH SUBSIDIARY TO, MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE
COMPANIES INSURANCE ON ALL THEIR PROPERTY IN SUCH AMOUNTS, SUBJECT TO SUCH
DEDUCTIBLES AND SELF-INSURANCE RETENTIONS, AND COVERING SUCH RISKS AS IS
CONSISTENT WITH SOUND BUSINESS PRACTICE AND NO LESS THAN THE BORROWER'S
THIRD-PARTY (NOT SELF) INSURANCE COVERAGE AS IN EFFECT ON THE CLOSING DATE, AND
THE BORROWER WILL FURNISH TO ANY LENDER UPON REQUEST FULL INFORMATION AS TO THE
INSURANCE CARRIED.
THE BORROWER SHALL DELIVER TO THE ADMINISTRATIVE AGENT
ENDORSEMENTS IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT (X) TO
ALL "ALL RISK" PHYSICAL DAMAGE INSURANCE POLICIES ON ALL OF THE BORROWER'S
TANGIBLE REAL AND PERSONAL PROPERTY AND ASSETS AND BUSINESS INTERRUPTION
INSURANCE POLICIES NAMING THE ADMINISTRATIVE AGENT AS LOSS PAYEE AND (Y) TO ALL
GENERAL LIABILITY AND OTHER LIABILITY POLICIES NAMING THE ADMINISTRATIVE AGENT
AS AN ADDITIONAL INSURED.
IN THE EVENT THE BORROWER OR ANY OF ITS SUBSIDIARIES
AT ANY TIME OR TIMES HEREAFTER SHALL FAIL TO OBTAIN OR MAINTAIN ANY OF THE
POLICIES OR INSURANCE REQUIRED HEREIN OR TO PAY ANY PREMIUM IN WHOLE OR IN PART
RELATING THERETO, THEN THE ADMINISTRATIVE AGENT, WITHOUT WAIVING OR RELEASING
ANY OBLIGATIONS OR RESULTING DEFAULT HEREUNDER, MAY AT ANY TIME OR TIMES
THEREAFTER (BUT SHALL BE UNDER NO OBLIGATION TO DO SO) OBTAIN AND MAINTAIN SUCH
POLICIES OF INSURANCE AND PAY SUCH PREMIUMS AND TAKE ANY OTHER ACTION WITH
RESPECT THERETO WHICH THE ADMINISTRATIVE AGENT DEEMS ADVISABLE.
ALL SUMS SO
DISBURSED BY THE ADMINISTRATIVE AGENT SHALL CONSTITUTE PART OF THE OBLIGATIONS,
PAYABLE AS PROVIDED IN THIS AGREEMENT.
6.7.
COMPLIANCE WITH LAWS.
THE BORROWER WILL, AND
WILL CAUSE EACH SUBSIDIARY TO, COMPLY WITH ALL LAWS, RULES, REGULATIONS, ORDERS,
WRITS, JUDGMENTS, INJUNCTIONS, DECREES OR AWARDS TO WHICH IT MAY BE SUBJECT
INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS AND SECTION 302 AND
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, IN EACH CASE EXCEPT TO THE EXTENT
THE FAILURE TO SO COMPLY COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
6.8.
MAINTENANCE OF PROPERTIES.
SUBJECT TO
SECTION 6.12, THE BORROWER WILL, AND WILL CAUSE EACH SUBSIDIARY TO, DO ALL
THINGS NECESSARY TO MAINTAIN, PRESERVE, PROTECT AND KEEP ITS PROPERTY USED IN
THE OPERATION OF ITS BUSINESS IN GOOD REPAIR, WORKING ORDER AND CONDITION,
(ORDINARY WEAR AND TEAR EXCEPTED), AND MAKE ALL NECESSARY AND PROPER REPAIRS,
RENEWALS AND REPLACEMENTS SO THAT ITS BUSINESS CARRIED ON IN CONNECTION
THEREWITH MAY BE PROPERLY CONDUCTED AT ALL TIMES.
6.9.