THINGS NECESSARY TO PRESERVE, RENEW AND KEEP IN FULL FORCE AND EFFECT
ITS LEGAL EXISTENCE AND THE RIGHTS, LICENSES, PERMITS, PRIVILEGES, FRANCHISES,
PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE NAMES MATERIAL TO THE CONDUCT OF ITS
BUSINESS; PROVIDED THAT THE FOREGOING SHALL NOT PROHIBIT ANY MERGER,
CONSOLIDATION, LIQUIDATION OR DISSOLUTION PERMITTED UNDER SECTION 6.03.
SECTION 5.05.
PAYMENT OF OBLIGATIONS.
EACH OF HOLDINGS AND THE BORROWER WILL,
AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, PAY ITS INDEBTEDNESS AND OTHER
OBLIGATIONS, INCLUDING TAX LIABILITIES, BEFORE THE SAME SHALL BECOME DELINQUENT
OR IN DEFAULT, EXCEPT (A) WHERE (I) THE VALIDITY OR AMOUNT THEREOF IS BEING
CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS, (II) HOLDINGS, THE BORROWER
OR SUCH SUBSIDIARY HAS SET ASIDE ON ITS BOOKS ADEQUATE RESERVES WITH RESPECT
THERETO IN ACCORDANCE WITH GAAP AND (III) SUCH CONTEST EFFECTIVELY SUSPENDS
COLLECTION OF THE CONTESTED OBLIGATION AND THE ENFORCEMENT OF ANY LIEN SECURING
SUCH OBLIGATION, OR (B) EXCEPT FOR TAX LIABILITIES, WHERE THE FAILURE TO MAKE
PAYMENT (INDIVIDUALLY OR IN THE AGGREGATE) COULD NOT REASONABLY BE EXPECTED TO
RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 5.06.
MAINTENANCE OF PROPERTIES.
EACH OF HOLDINGS AND THE BORROWER
WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, MAINTAIN ALL PROPERTY MATERIAL
TO THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND CONDITION, ORDINARY
WEAR AND TEAR EXCEPTED AND SUBJECT TO CASUALTY AND CONDEMNATION EVENTS (IN WHICH
CASE SUCH PROPERTY SHALL BE REPAIRED OR REPLACED AS PROMPTLY AS PRACTICABLE).
SECTION 5.07.
INSURANCE.
EACH OF HOLDINGS AND THE BORROWER WILL, AND WILL
CAUSE EACH OF THE SUBSIDIARIES TO, MAINTAIN, WITH FINANCIALLY SOUND AND
REPUTABLE INSURANCE COMPANIES (A) INSURANCE IN SUCH AMOUNTS (WITH NO GREATER
RISK RETENTION) AND AGAINST SUCH RISKS AS ARE CUSTOMARILY MAINTAINED BY
COMPANIES OF ESTABLISHED REPUTE ENGAGED IN THE SAME OR SIMILAR BUSINESSES
OPERATING IN THE SAME OR SIMILAR LOCATIONS AND (B) ALL INSURANCE REQUIRED TO BE
MAINTAINED PURSUANT TO THE SECURITY DOCUMENTS.
HOLDINGS AND THE BORROWER WILL
FURNISH (OR CAUSE TO BE FURNISHED) TO THE LENDERS, UPON REQUEST OF THE
ADMINISTRATIVE AGENT, INFORMATION IN REASONABLE DETAIL AS TO THE INSURANCE SO
MAINTAINED.
SECTION 5.08.
CASUALTY AND CONDEMNATION.
HOLDINGS AND THE BORROWER (A) WILL
FURNISH TO THE ADMINISTRATIVE AGENT PROMPT WRITTEN NOTICE OF ANY CASUALTY OR
OTHER INSURED DAMAGE TO ANY MATERIAL PORTION OF ANY COLLATERAL OR THE
COMMENCEMENT OF ANY ACTION OR PROCEEDING FOR THE TAKING OF ANY MATERIAL PORTION
OF THE COLLATERAL OR ANY PART THEREOF OR INTEREST THEREIN UNDER POWER OF EMINENT
DOMAIN OR BY CONDEMNATION OR SIMILAR PROCEEDING AND (B) WILL ENSURE THAT THE NET
PROCEEDS OF ANY SUCH EVENT (WHETHER
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IN THE FORM OF INSURANCE PROCEEDS, CONDEMNATION AWARDS OR OTHERWISE) ARE
COLLECTED AND APPLIED IN ACCORDANCE WITH THE APPLICABLE PROVISIONS OF THE
SECURITY DOCUMENTS.
SECTION 5.09.
BOOKS AND RECORDS; INSPECTION RIGHTS.
EACH OF HOLDINGS AND THE
BORROWER WILL, AND WILL CAUSE EACH OF THE SUBSIDIARIES TO, KEEP PROPER BOOKS OF
RECORD AND ACCOUNT IN WHICH FULL, TRUE AND CORRECT ENTRIES ARE MADE OF ALL
DEALINGS AND TRANSACTIONS IN RELATION