Common use of Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance Clause in Contracts

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will: (a) maintain its corporate existence, rights and other franchises in full force and effect; (b) maintain its tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will: (a) maintain its corporate existence, rights and other franchises in full force and effect; (b) maintain its tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, providedPROVIDED, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; providedPROVIDED, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will, and will cause each Subsidiary to: (a) maintain its their respective corporate existence, rights and other franchises in full force and effect; (b) maintain its their respective tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will: (a) maintain its corporate existence, rights and other franchises in full force and effect; (b) maintain its tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (e) keep adequately insuredcontinue to carry all insurance policies listed in Schedule 4.23(a), by financially sound or suitable replacements therefor, in full force and reputable insurers of nationally recognized stature, all its properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customaryeffect.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will, and will cause each Subsidiary to: (a) maintain its their respective corporate existenceexistences, rights and other franchises in full force and effect, except as may be affected by a transaction permitted by Section 7.11; provided, that the Company may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of rights or other franchises, if in the opinion of the Company it is no longer in the Company's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Shares; (b) maintain its their respective tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company Material Adverse Effect on a consolidated basis; (d) pay promptly when due all Taxes taxes, fees, assessments and other government charges imposed upon its their respective properties, assets or income and all claims or indebtedness (including, without limitation, materialmen's, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company Material Adverse Effect on a consolidated basis; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its their respective properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance co-insurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will: (a) maintain its corporate existence, rights and other franchises in full force and effect; (b) maintain its tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its businessesbusiness; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's, workmen's and like claims) which might become a lien Lien upon such properties or assets; provided, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will: (a) maintain its corporate existence, rights and other franchises in full force and effect; (b) maintain its tangible assets in good repair, working order and condition so (reasonable wear and tear excepted) to far as necessary or advantageous to the proper carrying on of its businessesbusiness; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, operations or condition (financial or otherwise) or prospects of the Company on a consolidated basisCompany; (d) pay promptly when due all Taxes taxes, fees, assessments and other government charges imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, materialmen's, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, operations or condition (financial or otherwise) or prospects of the Company on a consolidated basisCompany; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company Companies will, and will cause each Subsidiary to: (a) maintain its their respective corporate or limited liability company existence, rights and other franchises in full force and effect; provided that the Companies may terminate the corporate or limited liability company existence of any of their respective Subsidiaries (provided that UHC may not terminate the limited liability company existence of Ubiquitel), or permit the termination or abandonment of rights or other franchises, if in the opinion of such Company it is no longer in the Company's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Notes; (b) maintain its their respective tangible assets in good repair, working order and condition so far as reasonably necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply in all material respects with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not the noncompliance with which could reasonably be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure expected to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; (d) pay promptly when due all Taxes taxes, fees, assessments and other governmental charges imposed upon its their respective properties, assets or income and all claims or indebtedness (including, without limitation, materialmen's, vendor's, workmen's and like claims) which might become a lien Lien upon such properties or assets; provided, provided that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be he necessary so long as (i) the applicability or validity thereof shall be it is being contested in on good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basis; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized statureinsurers, all its their respective properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will: (a) maintain its corporate existence, rights and other franchises in full force and effect; provided, that the Company may terminate or permit the termination or abandonment of rights or other franchises, if in the opinion of the Company it is no longer in the Company's best interests to maintain such rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Units; (b) maintain its tangible assets in good repair, working order and condition condition, ordinary wear and tear excepted, so far as necessary or advantageous to the proper carrying on of its businessesbusiness; (c) comply with each provision of all leases to which it occupies real or personal property if the breach of such provision would reasonably be expected to have a material adverse effect on the condition, financial or otherwise, or operations of the Company; (d) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, the violation of which would reasonably be expected to have a material adverse effect on the Company, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisproceedings; (de) pay promptly when due all Taxes taxes, fees, assessments and other government charges imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, materialmen's, vendor's, workmen's and like claims) which might become prior to such claims becoming a lien upon such properties or assets; provided, that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, business or financial condition (financial or otherwise) or prospects of the Company on a consolidated basisCompany; and (ef) keep adequately insured, by financially sound and reputable insurers insured all of nationally recognized stature, all its respective properties of a character customarily insured by entities similarly situatedin the same or similar business as that of the Company, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company Corporation will, and will cause each Subsidiary to: (a) maintain their respective corporate existences, rights, all material licenses, authorizations and permits necessary for the conduct of its corporate existence, rights business and other franchises in full force and effect; provided, that the Corporation may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of rights or other franchises, if in the opinion of the Corporation it is no longer in the Corporation's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Series A Preferred Shares; (b) maintain its their respective tangible assets in good repair, working order and condition condition, ordinary wear and tear excepted, so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with each provision of all material leases to which any of them occupies real or personal property if the breach of such provision would reasonably be expected to have a Material Adverse Effect; (d) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, the violation of which would reasonable be expected to have a Material Adverse Effect, provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisproceedings; (de) pay promptly when due all Taxes taxes, fees, assessments and other government charges imposed upon its their respective properties, assets or income (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims or indebtedness (including, without limitationbut not limited to, materialmen's, vendor's, workmen's and like claims) which might become prior to such claims becoming a lien upon such properties or assets; provided, that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriateappropriate as determined pursuant to GAAP, shall have been established with respect thereto and (ii) failure to make such payment will not have a Material Adverse Effect; (f) comply with all other obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (g) maintain proper books of record and account which present fairly in all material adverse effect on the assets, properties, liabilities, business, affairs, respects its financial condition and results of operations, condition (operations and make provisions on its financial or otherwise) or prospects of the Company on a consolidated basisstatements for all such proper reserves as in each case are required in accordance with GAAP; and (eh) keep adequately insuredenforce any and all rights under the "lock-up" agreements delivered pursuant to Section 7.1(q) hereof, by financially sound and reputable insurers not waive any of nationally recognized stature, all its properties such rights without the consent of holders of at least a character customarily insured by entities similarly situated, against loss or damage majority of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customarySeries A Preferred Shares.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will, and will cause each Subsidiary to: (a) maintain its their respective corporate existence, rights and other franchises in full force and effect; provided, that the Company may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of rights or other franchises, if in the opinion of the Company it is no longer in the Company's best interests to maintain such existence, rights or other franchises; (b) maintain its their respective tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, ; provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will could not reasonably be expected to have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's, workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will could not reasonably be expected to have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties (excluding terminal equipment, underground pipelines and above-ground storage tanks, all of which are self-insured in a manner the Company believes to be fiscally prudent) of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary; provided, however, that the Company may self-insure in a manner believed to be fiscally prudent by the Company.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company Corporation will, and will cause each Subsidiary to: (a) maintain their respective corporate existences, rights, all material licenses, authorizations and permits necessary for the conduct of its corporate existence, rights business and other franchises in full force and effect; PROVIDED, that the Corporation may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of rights or other franchises, if in the opinion of the Corporation it is no longer in the Corporation's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Series A Preferred Shares; (b) maintain its their respective tangible assets in good repair, working order and condition condition, ordinary wear and tear excepted, so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with each provision of all material leases to which any of them occupies real or personal property if the breach of such provision would reasonably be expected to have a Material Adverse Effect; (d) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, providedthe violation of which would reasonable be expected to have a Material Adverse Effect, PROVIDED, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisproceedings; (de) pay promptly when due all Taxes taxes, fees, assessments and other government charges imposed upon its their respective properties, assets or income (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims or indebtedness (including, without limitationbut not limited to, materialmen's, vendor's, workmen's and like claims) which might become prior to such claims becoming a lien upon such properties or assets; providedPROVIDED, that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriateappropriate as determined pursuant to GAAP, shall have been established with respect thereto and (ii) failure to make such payment will not have a material adverse effect on the assetsbusiness or financial condition of the Corporation and its Subsidiaries, propertiestaken as a whole; (f) comply with all other obligations which it incurs pursuant to any contract or agreement, liabilitieswhether oral or written, businessexpress or implied, affairsas such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (g) maintain proper books of record and account which present fairly in all material respects its financial condition and results of operations, condition (operations and make provisions on its financial or otherwise) or prospects of the Company on a consolidated basisstatements for all such proper reserves as in each case are required in accordance with GAAP; and (eh) keep adequately insuredenforce any and all rights under the "lock-up" agreements delivered pursuant to Section 7.1(q) hereof, by financially sound and reputable insurers not waive any of nationally recognized stature, all its properties such rights without the consent of holders of at least a character customarily insured by entities similarly situated, against loss or damage majority of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customarySeries A Preferred Shares.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company will, and will cause each Subsidiary to: (a) maintain its their respective corporate existence, rights and other franchises in full force and effect; provided, that the Company may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of rights or other franchises, if in the opinion of the Company it is no longer in the Company’s best interests to maintain such existence, rights or other franchises; (b) maintain its their respective tangible assets in good repair, working order and condition so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, ; provided, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will could not reasonably be expected to have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; (d) pay promptly when due all Taxes imposed upon its properties, assets or income and all claims or indebtedness (including, without limitation, vendor's’s, workmen's ’s and like claims) which might become a lien upon such properties or assets; provided, that payment of any such Tax shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) failure to make such payment will could not reasonably be expected to have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized stature, all its properties (excluding terminal equipment, underground pipelines and above-ground storage tanks, all of which are self-insured in a manner the Company believes to be fiscally prudent) of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary; provided, however, that the Company may self-insure in a manner believed to be fiscally prudent by the Company.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company Corporation will, and will cause each Subsidiary to: (a) maintain their respective corporate existences, rights, all material licenses, authorizations and permits necessary for the conduct of its corporate existence, rights business and other franchises in full force and effect; PROVIDED, that the Corporation may terminate the corporate existence of any Subsidiary, or permit the termination or abandonment of rights or other franchises, if in the opinion of the Corporation it is no longer in the Corporation's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Series A Preferred Shares; (b) maintain its their respective tangible assets in good repair, working order and condition condition, ordinary wear and tear excepted, so far as necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply with each provision of all material leases to which any of them occupies real or personal property if the breach of such provision would reasonably be expected to have a Material Adverse Effect; (d) comply with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, providedthe violation of which would reasonable be expected to have a Material Adverse Effect, PROVIDED, that such compliance shall not be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisproceedings; (de) pay promptly when due all Taxes taxes, fees, assessments and other government charges imposed upon its their respective properties, assets or income (in each case before the same becomes delinquent and before penalties accrue thereon) and all claims or indebtedness (including, without limitationbut not limited to, materialmen's, vendor's, workmen's and like claims) which might become prior to such claims becoming a lien upon such properties or assets; providedPROVIDED, that payment of any such Tax tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriateappropriate as determined pursuant to GAAP, shall have been established with respect thereto and (ii) failure to make such payment will not have a Material Adverse Effect; (f) comply with all other obligations which it incurs pursuant to any contract or agreement, whether oral or written, express or implied, as such obligations become due, unless and to the extent that the same are being contested in good faith and by appropriate proceedings and adequate reserves (as determined in accordance with GAAP) have been established on its books with respect thereto; (g) maintain proper books of record and account which present fairly in all material adverse effect on the assets, properties, liabilities, business, affairs, respects its financial condition and results of operations, condition (operations and make provisions on its financial or otherwise) or prospects of the Company on a consolidated basisstatements for all such proper reserves as in each case are required in accordance with GAAP; and (eh) keep adequately insuredenforce any and all rights under the "lock-up" agreements delivered pursuant to Section 7.1(q) hereof, by financially sound and reputable insurers not waive any of nationally recognized stature, all its properties such rights without the consent of holders of at least a character customarily insured by entities similarly situated, against loss or damage majority of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customarySeries A Preferred Shares.

Maintenance of Existence, Properties and Franchises; Compliance with Law; Taxes; Insurance. The Company Companies will: (a) maintain its their respective corporate existence, rights rights, licenses, permits and other franchises in full force and effect; provided that the Companies may terminate the corporate existence of any of their respective Subsidiaries (provided that Parent may not terminate the corporate existence of UbiquiTel), or permit the termination or abandonment of rights or other franchises, if in the opinion of such Company it is no longer in the Company's best interests to maintain such existence, rights or other franchises and such termination or abandonment will not be prejudicial in any material respect to the holders of the Series B Notes; (b) maintain its their respective tangible assets in good repair, working order and condition (ordinary wear and tear and casualty loss excepted) so far as reasonably necessary or advantageous to the proper carrying on of its their respective businesses; (c) comply in all material respects with all applicable laws and with all applicable orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, provided, that such compliance shall not the noncompliance with which could reasonably be necessary so long as (i) the applicability or validity of any such law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction or decree shall be contested in good faith by appropriate proceedings and (ii) failure expected to so comply will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; (d) pay promptly when due all Taxes taxes, fees, assessments and other governmental charges imposed upon its their respective properties, assets or income and all claims or indebtedness Indebtedness (including, without limitation, materialmen's, vendor's, workmen's and like claims) which might become a lien Lien upon such properties or assets; provided, provided that payment of any such Tax tax, fee, assessment, charge, claim or Indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be it is being contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) or failure to make such payment will not have a material adverse effect on the assets, properties, liabilities, business, affairs, results of operations, condition (financial or otherwise) or prospects of the Company on a consolidated basisMaterial Adverse Effect; and (e) keep adequately insured, by financially sound and reputable insurers of nationally recognized statureinsurers, all its their respective properties of a character customarily insured by entities similarly situated, against loss or damage of the kinds and in amounts customarily insured against by such entities and with such deductibles or coinsurance as is customary.