Common use of Maintenance of Properties and Insurance Clause in Contracts

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurers, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiaries.

Maintenance of Properties and Insurance. (1a) The Company --------------------------------------- shall, and the Subsidiary Guarantors shall cause all each of its Subsidiaries to, maintain its material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order and condition (reasonable subject to ordinary wear and tear exceptedtear) and supplied with all necessary equipment and shall make or cause to be made all necessary repairs, renewals, replacements, additions, betterments and improvements thereofthereto and actively conduct and carry on its business, all as in their the reasonable judgment may be necessary, of the Company as is necessary so that the business carried on in connection therewith by Company and its Subsidiaries may be properly conducted at all timesactively conducted; provided, however, that nothing in this Section 4.5 4.19 shall prevent the Company or any Subsidiary Guarantor of its Subsidiaries from discontinuing any the operation or and maintenance of any of such its properties, or disposing of any of them, if such discontinuance is, in the good faith judgment of the Board of Directors of the Company or disposal the Subsidiary, as the case may be (such judgment to be evidenced by a board resolution certified by the Secretary of the Company and furnished to the Trustee), desirable in the conduct of their respective businesses and is permitted under Section 4.13 or Article V.not disadvantageous in any material respect to the Holders. (2b) The Company and its Restricted Subsidiaries shall provide, provide or cause to be provided, for themselves itself and each of their Restricted its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is Company, are adequate and appropriate for the conduct of the business of the Company and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America, any state thereof or any agency or instrumentality of such governments, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the Company and adequate and appropriate for the conduct Board of Directors of the business of the Company and its Restricted Subsidiaries in a prudent manner Company, for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used or useful to the conduct of their its business and or the business of each any of their its Restricted Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, and betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.5 4.07 shall prevent -------- ------- the Company or any Subsidiary Guarantor of its Restricted Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is adequate and appropriate for or any such Restricted Subsidiary, desirable in the conduct of the business of the Company or any such Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders; provided, further, that -------- ------- nothing in this Section 4.07 shall prevent the Company or any of its Restricted Subsidiaries in a prudent mannerfrom discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture. (b) The Company shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self- insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses of similar size, in the reasonableincluding property and casualty loss, good faith opinion workers' compensation and interruption of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesinsurance.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors each of its Subsidiaries shall cause all material properties owned by or leased to it and used or useful to in the conduct of their its business and the business of each of their Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable the judgment of the Company or such Subsidiary may be necessary, necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.5 shall prevent the Company or any Subsidiary Guarantor of its Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 is, in the judgment of the Board of Directors of the Company or Article V.of the Board of Directors of the Subsidiary concerned, or of an officer (or other agent employed by the Company or any of its Subsidiaries) of the Company or such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Subsidiaries. (2b) The Company and its Restricted the Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, provided insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board respective Boards of Directors or other governing body or officer or other agent of the Company is or such Subsidiaries, as the case may be, are adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manneror such Subsidiaries, as the case may be, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the respective Boards of Directors or other governing body or officer or other agent of the Company and adequate and appropriate or such Subsidiary, as the case may be, for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties owned by or leased to it or any Restricted Subsidiary and used or useful to in the conduct of their its business and or the business of each of their Subsidiaries any Restricted Subsidiary to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable the judgment of the Company may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; providedPROVIDED, howeverHOWEVER, that nothing in this Section 4.5 4.10 shall prevent the Company or any Restricted Subsidiary Guarantor from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors or of the board of directors of the Restricted Subsidiary concerned, or of an officer (or other agent employed by the Company or of any Restricted Subsidiary) of the Company is adequate and appropriate or such Restricted Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and its if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) The Company shall maintain, and shall cause the Restricted Subsidiaries in a prudent mannerto maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses of similar size, in the reasonableincluding property and casualty loss, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesworkers' compensation insurance.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their its business and the business of each of their its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; providedPROVIDED, howeverHOWEVER, that nothing in this Section 4.5 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2a), in the judgment of the Company, desirable in the conduct of the business of such entity and (b) not disadvantageous in any material respect to the Holders. The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves itself and each of their Restricted its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted such Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Company and its Restricted Subsidiariesor such Subsidiary.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used owned by or leased by it or any of its Restricted Subsidiaries useful and necessary to the conduct of their its business and or the business of each any of their its Restricted Subsidiaries to be improved or maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.7 shall prevent the Company or any Subsidiary Guarantor of its Restricted Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 is, as determined by the Company, the Restricted Subsidiary concerned or Article V. an Officer (2or other agent employed by the Company or of any of its Subsidiaries) The of the Company and or any of its Restricted Subsidiaries shall providehaving managerial responsibility for any such property, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, desirable in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company or any of its Restricted Subsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) To the extent available at commercially reasonable rates, the Company shall maintain, and shall cause its Restricted Subsidiaries in a prudent mannerto maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customary, in the reasonable, good faith opinion similar businesses of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariessimilar size.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, ; all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, PROVIDED that nothing in this Section 4.5 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2a) in the judgment of the Board of Directors of the Company, desirable in the conduct of business of such entity and (b) not disadvantageous in any material respect to the Holders. The Company and its Restricted Subsidiaries the Guarantors shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company Company, is adequate and appropriate for the conduct of the business of the Company Company, the Guarantors and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or any agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company Company, the Guarantors and its Restricted such Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition of results of operations of the Company and its Restricted SubsidiariesCompany, such Guarantor or such Subsidiary.

Maintenance of Properties and Insurance. (1) The Company Centennial and the Subsidiary Guarantors Company shall cause all material properties used or useful to the conduct of their respective business and the business of each of their the Company's Restricted Subsidiaries to be maintained and kept in reasonably good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their its reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.6 shall prevent Centennial, the Company or any Subsidiary Guarantor and its Restricted Subsidiaries from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The in the judgment of the Board of Directors of Centennial, desirable in the conduct of the business of such entity. Centennial and the Company and its Restricted Subsidiaries shall each provide, or cause to be provided, for themselves and each of their the Company's Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of Centennial or the Company is adequate and appropriate for the conduct of the business of Centennial, the Company and its such Restricted Subsidiaries in a prudent mannerSubsidiaries, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customarymethods, in the reasonable, good faith opinion of Centennial or the Company and as are adequate and appropriate for the conduct of the business of Centennial, the Company and its such Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of Centennial, the Company and its Restricted Subsidiaries, taken as a whole.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.6 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (a)(i) in the judgment of the Board of Directors of the Company, desirable in the conduct of the busi- ness of the Company and (ii) not adverse in any material respect to the Holders or (b) otherwise permitted under Section 4.13 or Article V. (2) 4.14. The Company and its Restricted Subsidiaries the Subsidiary Guarantors shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company Company, the Subsidiary Guarantors and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company Company, the Subsidiary Guarantors and its Restricted such Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their its business and the business of each of their its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their its reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; providedPROVIDED, howeverHOWEVER, that nothing in this Section 4.5 4.07 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2a) in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of such entity and (b) not disadvantageous in any material respect to the Holders. The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves itself and each of their its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company and its such Restricted Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Board of Directors of the Company and adequate and appropriate for the conduct of the business of the Company and its such Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Company and its or such Restricted SubsidiariesSubsidiary. The Company shall provide, or cause to be provided, the insurance required under the Security Documents.

Maintenance of Properties and Insurance. (1) The Company Finance Corp. and the Subsidiary Guarantors Company shall cause all material properties used or useful to the conduct of their respective business and the business of each of their the Company's Restricted Subsidiaries to be maintained and kept in reasonably good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their its reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.6 shall prevent the Company or any Subsidiary Guarantor Issuers from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of such entity. Finance Corp. and the Company and its Restricted Subsidiaries shall each provide, or cause to be provided, for themselves and each of their the Company's Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company Issuers is adequate and appropriate for the conduct of the business of Finance Corp., the Company and its such Restricted Subsidiaries in a prudent mannerSubsidiaries, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customarymethods, in the reasonable, good faith opinion of the Company and Issuers as are adequate and appropriate for the conduct of the business of Finance Corp., the Company and its such Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of the Company operations of Finance Corp. and its Restricted Subsidiaries or the Company or such Restricted Subsidiaries, as the case may be.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their its business and the business of each of their its Significant Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 shall prevent the Company or any Significant Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V.(a), in the reasonable judgment of the Board of Directors of the Company (evidenced by a Board Resolution certified by the Secretary of the Company and delivered to the Trustee), desirable in the conduct of the business of such entity and (b) not disadvantageous in any material respect to the Holders. (2b) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves itself and each of their Restricted its Significant Subsidiaries, insurance (including appropriate self-self- insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company and its Restricted such Significant Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted such Significant Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Company and its Restricted Subsidiaries, taken as a whole.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good conditionshall, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause each Restricted Subsidiary to, maintain its material properties in good working order and condition (subject to be made ordinary wear and tear) and make all necessary repairs, renewals, replacements, additions, betterments and improvements thereofthereto and actively conduct and carry on its business; PROVIDED, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, howeverHOWEVER, that nothing in this Section 4.5 4.05 shall prevent the Company or any Restricted Subsidiary Guarantor from discontinuing any the operation or and maintenance of any of such its properties, if such discontinuance is, in the good faith judgment of the Board of Directors of the Company or the Restricted Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not disadvantageous in any material respect to the Holders; PROVIDED, FURTHER that nothing in this Section 4.05 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any of them, if such discontinuance or disposal is properties to the extent otherwise permitted under Section 4.13 or Article V.by this Indenture. (2b) The Company and its Restricted Subsidiaries shall provide, provide or cause to be provided, for themselves itself and each of their its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is Company, are adequate and appropriate for the conduct of the business of the Company and its such Restricted Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the Company and adequate and appropriate for the conduct Board of Directors of the business of the Company and its Restricted Subsidiaries in a prudent manner Company, for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good conditionshall, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause each Restricted Subsidiary to, maintain its material properties in good working order and condition (subject to be made ordinary wear and tear) and make all necessary repairs, renewals, replacements, additions, betterments and improvements thereofthereto and actively conduct and carry on its business; PROVIDED, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, howeverHOWEVER, that nothing in this Section 4.5 4.05 shall prevent the Company or any Restricted Subsidiary Guarantor from 34 discontinuing any the operation or and maintenance of any of such its properties, if such discontinuance is, in the good faith judgment of the Board of Directors of the Company or the Restricted Subsidiary, as the case may be, desirable in the conduct of their respective businesses and is not disadvantageous in any material respect to the Holders; PROVIDED, FURTHER that nothing in this Section 4.05 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any of them, if such discontinuance or disposal is properties to the extent otherwise permitted under Section 4.13 or Article V.by this Indenture. (2b) The Company and its Restricted Subsidiaries shall provide, provide or cause to be provided, for themselves itself and each of their its Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is Company, are adequate and appropriate for the conduct of the business of the Company and its such Restricted Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the Company and adequate and appropriate for the conduct Board of Directors of the business of the Company and its Restricted Subsidiaries in a prudent manner Company, for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used Properties owned by or leased by it or any of its Subsidiaries useful and necessary to the conduct of their its business and or the business of each any of their its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.4 shall prevent the Company or any Subsidiary Guarantor of its Subsidiaries from discontinuing any the use, operation or maintenance of any of such propertiesProperties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is adequate and appropriate or the Subsidiary of the Company so concerned, or of an officer (or other agent employed by the Company or of the Subsidiary so concerned) of the Company or a Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or such Subsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) To the extent available at commercially reasonable rates, the Company shall maintain, and shall cause its Restricted Subsidiaries, to the extent such Subsidiaries in a prudent mannermaintain operations, to maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariessimilar size.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used Properties owned by or leased by it or any of the Subsidiaries useful and necessary to the conduct of their its business and or the business of each any of their its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.4 shall prevent the Company or any Subsidiary Guarantor of the Subsidiaries from discontinuing any the use, operation or maintenance of any of such propertiesProperties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is adequate and appropriate or the Subsidiary so concerned, or of an officer (or other agent employed by the Company or of the Subsidiary so concerned) of the Company or a Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or such Subsidiary of the Company, and its Restricted if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) To the extent available at commercially reasonable rates, the Company shall maintain, and shall cause the Subsidiaries, to the extent such Subsidiaries in a prudent mannermaintain operations, to maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariessimilar size.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to in the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.6 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (a)(i) in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of the Company and (ii) not adverse in any material respect to the Holders or (b) otherwise permitted under Section 4.13 or Article V. (2) 4.13. The Company and its Restricted Subsidiaries the Guarantors shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company Company, is adequate and appropriate for the conduct of the business of the Company Company, the Guarantors and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company Company, the Guarantors and its Restricted such Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1) The Company Centennial and the Subsidiary Guarantors Company shall cause all material properties used or useful to the conduct of their respective business and the business of each of their the Company's Restricted Subsidiaries to be maintained and kept in reasonably good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their its reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.6 shall prevent the Company or any Subsidiary Guarantor Issuers from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of such entity. Centennial and the Company and its Restricted Subsidiaries shall each provide, or cause to be provided, for themselves and each of their the Company's Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company Issuers is adequate and appropriate for the conduct of the business of Centennial, the Company and its such Restricted Subsidiaries in a prudent mannerSubsidiaries, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customarymethods, in the reasonable, good faith opinion of the Company and Issuers as are adequate and appropriate for the conduct of the business of Centennial, the Company and its such Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of the Company operations of Centennial and its Restricted Subsidiaries or the Company or such Restricted Subsidiaries, as the case may be.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors each of its Restricted Subsidiaries shall cause all material properties owned by or leased to it and used or useful to in the conduct of their its business and the business of each of their Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable the judgment of the Company or such Restricted Subsidiary may be necessary, necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.5 4.05 shall -------- ------- of prevent the Company or any Subsidiary Guarantor its Restricted Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 is, in the judgment of the Board of Directors of the Company or Article V.of the Board of Directors of the Restricted Subsidiary concerned, or of an officer (or other agent employed by the Company or any of its Restricted Subsidiaries) of the Company or such Restricted Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Restricted Subsidiaries. (2b) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, provided insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board respective Boards of Directors or other governing body or officer of the Company is or such Restricted Subsidiaries, as the case may be, are adequate and appropriate for the conduct of the business of the Company and its or such Restricted Subsidiaries in a prudent mannerSubsidiaries, as the case may be, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the respective Boards of Directors or other governing body or officer of the Company and adequate and appropriate or such Restricted Subsidiary, as the case may be, for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties owned by or leased by it or any of its Restricted Subsidiaries used or useful to the conduct of their its business and or the business of each any of their its Restricted Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, and betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this -------- ------- Section 4.5 4.07 shall prevent the Company or any Subsidiary Guarantor of its Restricted Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is adequate and appropriate for or any such Restricted Subsidiary desirable in the conduct of the business of the Company or any such Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders; provided, further, that nothing in this -------- ------- Section 4.07 shall prevent the Company or any of its Restricted Subsidiaries in a prudent mannerfrom discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture. (b) The Company shall maintain, and shall cause its Restricted Subsidiaries to maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses of similar size, in the reasonableincluding property and casualty loss, good faith opinion workers' compensation and interruption of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesinsurance.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties owned by or leased to either of them or any Restricted Subsidiary and used or useful to in the conduct of their business and or the business of each of their Subsidiaries any Restricted Subsidiary to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable the judgment of the Company or the Guarantors may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; providedPROVIDED, howeverHOWEVER, that nothing in this Section 4.5 4.10 shall prevent the Company Company, the Guarantors or any Restricted Subsidiary Guarantor from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors or of the Company is adequate and appropriate board of directors of the Guarantors or Restricted Subsidiary concerned, or of an officer (or other agent employed by the Company, the Guarantors or any Restricted Subsidiary) of the Company, the Guarantors or such Restricted Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company, the Guarantors or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) The Company and its the Guarantors shall maintain, and shall cause the Restricted Subsidiaries in a prudent mannerto maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses of similar size, in the reasonableincluding property and casualty loss, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesworkers' compensation insurance.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors each of its Subsidiaries shall cause all material properties owned by or leased to it and used or useful to in the conduct of their its business and the business of each of their Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable the judgment of the Company or such Subsidiary may be necessary, necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.5 shall prevent the Company or any Subsidiary Guarantor of its Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 is, in the judgment of the Board of Directors of the Company or Article V.of the Board of Directors of the Subsidiary concerned, or of an officer (or other agent employed by the Company or any of its Subsidiaries) of the Company or such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Subsidiaries. (2b) The Company and its Restricted the Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, provided insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board respective Boards of Directors or other governing body or Officer or other agent of the Company is or such Subsidiaries, as the case may be, are adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manneror such Subsidiar- ies, as the case may be, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the respective Boards of Directors or other governing body or Officer or other agent of the Company and adequate and appropriate or such Subsidiary, as the case may be, for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to in the conduct of their business and the business of each of their Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.6 shall prevent the Company or any Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is (a)(i) in the judgment of the Board of Directors of the Company, desirable in the conduct of the business of the Company and (ii) would not have a material adverse effect on the Company's or any Guarantor's ability to perform its obligations under this Indenture or the Notes or (b) otherwise permitted under Section 4.13 or Article V. (2) 4.14. The Company and its Restricted Subsidiaries the Guarantors shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company Company, the Guarantors and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company Company, the Guarantors and its Restricted such Subsidiaries in a prudent manner for entities similarly situated in the industry in which, at any time of the Company and its Restricted Subsidiariesdetermination, they are then operating.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties used owned by or leased by it or any of its Restricted Subsidiaries useful and necessary to the conduct of their its business and or the business of each any of their its Restricted Subsidiaries to be improved or maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; providedPROVIDED, howeverHOWEVER, that nothing in this Section 4.5 4.7 shall prevent the Company or any Subsidiary Guarantor of its Restricted Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors or of the board of directors of any Restricted Subsidiary of the Company is adequate and appropriate concerned, or of an officer (or other agent employed by the Company or of any of its Subsidiaries) of the Company or any of its Restricted Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) To the extent available at commercially reasonable rates, the Company shall maintain, and shall cause its Restricted Subsidiaries in a prudent mannerto maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against 59 such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customary, in the reasonable, good faith opinion similar businesses of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariessimilar size.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors --------------------------------------- shall cause all material properties used owned by or leased by it or any of its Subsidiaries useful and necessary to the conduct of their its business and or the business of each any of their its Subsidiaries to be improved or maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 4.7 shall prevent the Company or any Subsidiary Guarantor of its Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors or of the board of directors of any Subsidiary of the Company is adequate and appropriate concerned, or of an officer (or other agent employed by the Company or of any of its Subsidiaries) of the Company or any of its Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Subsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) To the extent available at commercially reasonable rates, the Company shall maintain, and shall cause its Restricted Subsidiaries in a prudent mannerto maintain, insurance with (except for self-insurance) reputable insurers, responsible carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customary, in the reasonable, good faith opinion similar businesses of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariessimilar size.

Maintenance of Properties and Insurance. (1) The Company and the Subsidiary Guarantors shall cause all material properties used or useful to the conduct of their its business and the business of each of their its Significant Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section -------- ------- 4.5 shall prevent the Company or any Significant Subsidiary Guarantor from discontinuing any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2a), in the judgment of the Company, desirable in the conduct of the business of such entity and (b) not disadvantageous in any material respect to the Holders. The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves itself and each of their Restricted its Significant Subsidiaries, insurance (including appropriate self-self- insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Board of Directors of the Company is adequate and appropriate for the conduct of the business of the Company and its Restricted such Significant Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted such Significant Subsidiaries in a prudent manner for entities similarly situated in the industry industry, unless failure to provide such insurance (together with all other such failures) would not have a material adverse effect on the financial condition or results of operations of the Company and its Restricted Subsidiariesor such Significant Subsidiary.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties Properties owned by or leased by it or any of its Restricted Subsidiaries used or useful to the conduct of their the Company's business and or the business of each any of their its Restricted Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in their reasonable its judgment may be necessary, so that the business carried on in connection therewith may be properly conducted at all timesnecessary to actively conduct its business; provided, however, that nothing in this Section 4.5 4.09 shall prevent the Company or any Subsidiary Guarantor of its Restricted Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is permitted under Section 4.13 or Article V. (2) The Company and its Restricted Subsidiaries shall provide, or cause to be provided, for themselves and each of their Restricted Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds thatis, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is adequate and appropriate or of the Board of Directors of any Restricted Subsidiary of the Company concerned, or of an officer (or other agent employed by the Company or of any of its Restricted Subsidiaries) of the Company or any of its Restricted Subsidiaries having managerial responsibility for any such Property, desirable in the conduct of the business of the Company or any Restricted Subsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders. (b) The Company shall maintain, and shall cause its Restricted respective Subsidiaries in a prudent mannerto maintain, insurance with (except for self-insurance) reputable insurers, carriers against such risks and in such amounts, and with such deductibles, retentions, self-insured amounts and co-insurance provisions, as are customarily carried by such methods as shall be customarysimilar businesses of similar size, in the reasonableincluding property and casualty loss, good faith opinion workers' compensation and interruption of the Company and adequate and appropriate for the conduct of the business of the Company and its Restricted Subsidiaries in a prudent manner for entities similarly situated in the industry of the Company and its Restricted Subsidiariesinsurance.

Maintenance of Properties and Insurance. (1a) The Company and the Subsidiary Guarantors shall cause all material properties owned by or leased by it or any of its Subsidiaries used or useful to the conduct of their its business and or the business of each any of their its Subsidiaries to be maintained and kept in good normal condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments renewals and improvements replacements thereof, all as in their reasonable its judgment may be reasonably necessary, so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 4.5 5.06 shall prevent the Company or any Subsidiary Guarantor of its Subsidiaries from discontinuing any the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance properties are, in the reasonable and good faith judgment of the Board of Directors of the Company or disposal such Subsidiary, as the case may be, no longer reasonably necessary in the conduct of their respective businesses or such disposition is otherwise permitted under Section 4.13 or Article V.by this Securities Purchase Agreement. (2b) The Company and its Restricted Subsidiaries shall provide, provide or cause to be provided, for themselves itself and each of their Restricted its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion judgment of the Board of Directors of the Company is Company, are adequate and appropriate for the conduct of the business of the Company and its Restricted such Subsidiaries in a prudent manner, with (except for self-insurance) reputable insurersinsurers or with the government of the United States of America or an agency or instrumentality thereof, in such amounts, with such deductibles, deductibles and by such methods as shall be customary, in the reasonable, good faith opinion judgment of the Company and adequate and appropriate for the conduct Board of Directors of the business of the Company and its Restricted Subsidiaries in a prudent manner Company, for entities companies similarly situated in the industry of the Company and its Restricted Subsidiariesindustry.