Common use of Maintenance of Properties and Insurance Clause in Contracts

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the its Restricted Subsidiaries used in useful and necessary to the conduct of its business or the business of any of the its Restricted Subsidiaries to be improved or maintained and kept in 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 its judgment 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 4.07 4.7 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors or of the board of directors of any Restricted Subsidiary of the Company or of the Board of Directors of any Restricted Subsidiaryconcerned, or of an officer (or other agent employed by the Company or of any of the Restricted 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 SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the its Restricted Subsidiaries used in or useful to the conduct of its business or the business of any of the its Restricted Subsidiaries Subsidiaries, taken as a whole, to be improved or maintained and kept in 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 its judgment 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 4.07 4.7 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its Restricted Subsidiaries having managerial responsibility for any such property, 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 4.7 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the its Restricted Subsidiaries used in or useful to the conduct of its business or the business of any of the its Restricted Subsidiaries Subsidiaries, taken as a whole, to be improved or maintained and kept in 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 its judgment 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 4.07 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its Restricted Subsidiaries having managerial responsibility for any such property, 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 from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

Maintenance of Properties and Insurance. (a) The Company Issuer shall cause all material properties and assets owned by or leased by it or any of the Restricted Subsidiaries used in useful and necessary to the conduct of its business or the business of any of the its Restricted Subsidiaries to be improved or maintained and kept in normal 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 its judgment 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 4.07 4.04 shall prevent the Company Issuer or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such propertiesproperties and assets, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company Issuer or of the Board of Directors of any Restricted SubsidiarySubsidiary so concerned, or of an officer (or other agent employed by the Company Issuer or of any of the Restricted SubsidiariesSubsidiary so concerned) of the Company Issuer or any of its a Restricted Subsidiaries Subsidiary having managerial responsibility for any such propertyproperties or assets, desirable in the conduct of the business of the Company Issuer or any such Restricted SubsidiarySubsidiary of the Issuer, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in or useful to the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its Restricted the Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal is not does not, and will not, have a material adverse in any material respect effect on the ability of the Company to perform its obligations under the HoldersSecurities or this Indenture.

Maintenance of Properties and Insurance. (a) The Subject to Article Five, the Company shall cause all material properties owned by or leased by to it or any of the Restricted its Subsidiaries and used or useful in the conduct of its the Company's business or the business of any of the Restricted its Subsidiaries to be improved or maintained and kept in 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 its 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; provided, however, that nothing in this Section 4.07 4.10 shall prevent the Company or any of the Restricted its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or such Subsidiary of the Board of Directors of any Restricted SubsidiaryCompany concerned, or of an officer Officer (or other agent employed by the Company or of any of the Restricted Subsidiariessuch Subsidiary) of the Company or any of its Restricted Subsidiaries such Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiarysuch Subsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company and the Guarantors shall cause all material properties owned by or leased by it to any of them or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its their business or the business of any of the Restricted Subsidiaries Subsidiary to be improved or maintained and kept in 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 its 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; provided, however, that nothing in this Section 4.07 4.10 shall prevent the Company Company, any Guarantor or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board board of Directors directors of any Guarantor or Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company Company, any Guarantor or of any of the Restricted SubsidiariesSubsidiary) of the Company Company, such Guarantor or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company Company, any Guarantor or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Subject to Article 5 hereof, the Company shall cause all material properties owned by or leased by it or any of the its Restricted Subsidiaries used in or useful to the conduct of its the Company's business or the business of any of the its Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 4.09 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any the Restricted SubsidiarySubsidiary of the Company concerned, or of an officer (or other agent employed by the Company or of any of the Restricted SubsidiariesSubsidiary) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to Subsidiary of the HoldersCompany.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 4.05 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by to it and used or any of the Restricted Subsidiaries used useful in the conduct of its business or the business of any Restricted Subsidiary of the Company and material to the Company and its Restricted Subsidiaries taken as a whole, to be improved or maintained and kept in 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 its the judgment of the Company 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 4.07 shall prevent the Company or any of the such Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any such Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the its Restricted Subsidiaries) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the HoldersSubsidiaries.

Maintenance of Properties and Insurance. (a1) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 its judgment may be necessary, so that the business carried car- ried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section 4.07 4.07(1) shall prevent -------- ------- the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company and the Guarantor shall cause all material properties owned by or leased by it to either of them or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its their business or the business of any of the Restricted Subsidiaries Subsidiary to be improved or maintained and kept in 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 its the judgment of the Company or the Guarantor 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 4.07 4.10 shall prevent the Company Company, the Guarantor or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company Di- rectors or of the Board board of Directors directors of any the Guarantor or Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company Company, the Guarantor or of any of the Restricted SubsidiariesSubsidiary) of the Company Company, the Guarantor or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company Company, the Guarantor or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by to it and used or any of the Restricted Subsidiaries used useful in the conduct of its business or the business of any Restricted Subsidiary of the Company and material to the Company and its Restricted Subsidiaries taken as a whole to be improved or maintained and kept in 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 its the judgment of the Company 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 4.07 shall prevent the Company or any of the such Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any such Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the its Restricted Subsidiaries) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the HoldersSubsidiaries.

Maintenance of Properties and Insurance. (a1) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 its judgment 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 4.07 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by by, or leased by to, it or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its business or the business of any of the such Restricted Subsidiaries Subsidiary to be improved or maintained and kept in normal condition, repair and working order (order, reasonable wear and tear tear, acts of God and (subject to Section 4.19(b)) uninsured casualties excepted) , and supplied with all necessary equipment and shall cause to be made all necessary reasonable repairs, renewals, replacements, betterments and improvements thereof, all as in its 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, provided that nothing in this Section 4.07 4.19 shall prevent the Company or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any such Restricted Subsidiary, or of an any officer (or other agent employed by the Company or of any of the such Restricted SubsidiariesSubsidiary) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any such Restricted Subsidiary, Subsidiary and if such discontinuance or disposal is not adverse in any material respect to the HoldersSecurityholders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by to it or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its business or the business of any of the Restricted Subsidiaries Subsidiary to be improved or maintained and kept in 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 its 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 4.07 4.10 shall prevent the Company or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board board of Directors directors of any the Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the Restricted SubsidiariesSubsidiary) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by to it or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its business or the business of any of the Significant Restricted Subsidiaries Subsidiary to be improved or maintained and kept in 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 its 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; provided, however, that nothing in this Section 4.07 4.10 shall prevent the Company or any of the Significant Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board board of Directors directors of any the Significant Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the Significant Restricted SubsidiariesSubsidiary) of the Company or any of its such Significant Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Significant Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a1) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the its Restricted Subsidiaries used in or useful to the conduct of its business or the business of any of the its Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary of the Company, or of an officer (or other agent employed by the Company or of any of the 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 SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company Issuers and the Partnership shall cause all material properties owned by or leased by it them or any of the Restricted their Subsidiaries used in or useful to the conduct of its the Issuers’ or Partnership’s business or the business of any of the Restricted its Subsidiaries to be improved or maintained and kept in 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 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 4.07 4.09 shall prevent the Company Issuers, the Partnership or any of the Restricted their Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company Issuers or the Partnership or of the Board of Directors of any Restricted SubsidiarySubsidiary of the Partnership concerned, or of an officer (or other agent employed by the Company Issuers, the Partnership or of any of the Restricted its Subsidiaries) of the Company Issuers, the Partnership or any of its Restricted their Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company Issuers, the Partnership or any Restricted SubsidiarySubsidiary of the Issuers, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material MATERIAL properties owned by or leased by it or any of the its Restricted Subsidiaries used in or useful to the conduct of its business or the business of any of the its Restricted Subsidiaries Subsidiaries, taken as a whole, to be improved or maintained and kept in 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 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 4.07 4.7 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its Restricted Subsidiaries having managerial responsibility for any such property, 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 4.7 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any properties to the extent otherwise permitted by this Indenture.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in useful and necessary to the conduct of its business or the business of any of the its Restricted Subsidiaries to be improved or maintained and kept in normal 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 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 4.07 4.4 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary so concerned, or of an officer (or other agent employed by the Company or of any of the Restricted SubsidiariesSubsidiary so concerned) of the Company or any of its a Restricted Subsidiaries Subsidiary having managerial responsibility for any such propertyproperties or amounts, desirable in the conduct of the business of the Company or any such Restricted SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted its Subsidiaries used in or useful to the conduct of its the Company's business or the business of any of the Restricted its Subsidiaries to be improved or maintained and kept in 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 its judgment 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 4.07 4.09 shall prevent the Company or any of the Restricted its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiarythe Subsidiary of the Company concerned, or of an officer Officer (or other agent employed by the Company or of any of the Restricted 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 SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company and each of its Restricted Subsidiaries shall cause all material properties owned by or leased by to it and used or any of the Restricted Subsidiaries used useful in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 its 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 4.07 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any the Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the its Restricted Subsidiaries) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Restricted SubsidiarySubsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a1) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 as, and to the extent that, in its judgment may be necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all timesconducted; provided, however, that nothing in this Section 4.07 4.14(1) shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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, and if such discontinuance or disposal is would not adverse in any material respect reasonably be expected to the Holdershave a Material Adverse Effect.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the its Restricted Subsidiaries used in useful and necessary to the conduct of its business or the business of any of the its Restricted Subsidiaries Subsidiaries, taken as a whole, to be improved or maintained and kept in normal condition, repair and working order (reasonable subject to ordinary wear and tear exceptedtear) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, replacements and betterments and improvements thereof, all as in 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 4.07 4.19 shall prevent the Company or any of the its Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal isis in the ordinary course of business or, in the judgment of the Board of Directors of the Company or any Restricted Subsidiary of the Board of Directors of any Restricted SubsidiaryCompany concerned, or of an officer (or other agent employed by the Company or of any of the Restricted 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 SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders; provided further, that nothing in this Section 4.19 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing or disposing of any of its properties to the extent otherwise permitted by this Indenture.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted its Subsidiaries used in or useful to the conduct of its the Company's business or the business of any of the Restricted its Subsidiaries to be improved or maintained and kept in 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 its judgment 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 4.07 4.09 shall prevent the Company or any of the Restricted its Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary of the Company concerned, or of an officer (or other agent employed by the Company or of any of the Restricted 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 SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a1) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 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 4.07 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the 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 87 -77- Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company Issuer and Holdings shall each cause all material properties owned by or leased by it or any of the Restricted their Subsidiaries used in or useful to the conduct of its the Issuer’s business or the business of any of the Restricted their Subsidiaries to be improved or maintained and kept in 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 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 4.07 4.22 shall prevent the Company Issuer, Holdings or any of the Restricted their respective Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company Issuer or of the Board of Directors of Holdings or the Board of Directors of any Restricted Subsidiaryof their respective Subsidiaries concerned, or of an officer (or other agent employed by the Company Issuer, Holdings or of any of the Restricted their respective Subsidiaries) of the Company Issuer, Holdings or any of its Restricted their respective Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company Issuer, Holdings or any Restricted Subsidiaryof their respective Subsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company Each of the Company, the Issuer and each of their Restricted Subsidiaries shall cause all material properties owned by or leased by to it and used or any of the Restricted Subsidiaries used useful in the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 its the judgment of the Company, the Issuer 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 4.07 shall prevent any of the Company Company, the Issuer or any of the their Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any the Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the Restricted its Subsidiaries) of the Company Issuer or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any of its Restricted SubsidiarySubsidiaries, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Subject to Article Five, the Company shall cause all material properties owned by or leased by to it or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its business or the business of any of the Restricted Subsidiaries Subsidiary to be improved or maintained and kept in normal condition, repair and working order (reasonable other than ordinary wear and tear exceptedtear) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in its 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; provided, however, that nothing in this Section 4.07 4.10 shall prevent the Company or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary concerned, or of an officer Officer (or other agent employed by the Company or of any of the Restricted SubsidiariesSubsidiary) of the Company or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company and Fedders Corporation shall cause all material properties owned by or leased by it to either of them or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its their business or the business of any of the Restricted Subsidiaries Subsidiary to be improved or maintained and kept in 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 its the judgment of the Company or Fedders Corporation 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 4.07 4.10 shall prevent the Company Company, Fedders Corporation or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board board of Directors directors of any Fedders Corporation or the Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company Company, Fedders Corporation or of any of the Restricted SubsidiariesSubsidiary) of the Company Company, Fedders Corporation or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company Company, Fedders Corporation or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company and the Guarantors shall cause all material properties owned by or leased by it to either of them or any of the Restricted Subsidiaries Subsidiary and used or useful in the conduct of its their business or the business of any of the Restricted Subsidiaries Subsidiary to be improved or maintained and kept in 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 its 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 4.07 4.10 shall prevent the Company Company, the Guarantors or any of the Restricted Subsidiaries Subsidiary from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board board of Directors directors of any the Guarantors or Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company Company, the Guarantors or of any of the Restricted SubsidiariesSubsidiary) of the Company Company, the Guarantors or any of its such Restricted Subsidiaries Subsidiary having managerial responsibility for any such property, desirable in the conduct of the business of the Company Company, the Guarantors or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties owned by or leased by it or any of the Restricted Subsidiaries used in or useful to the conduct of its business or the business of any of the Restricted Subsidiaries to be improved or maintained and kept in 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 its judgment 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 4.07 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary concerned, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its the Restricted Subsidiaries having managerial responsibility for any such property, desirable in the conduct of the business of the Company or any Restricted Subsidiary, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company shall cause all material properties and assets owned by or leased by it or any of the Restricted Subsidiaries used in useful and necessary to the conduct of its business or the business of any of the its Restricted Subsidiaries to be improved or maintained and kept in normal 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 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 4.07 4.4 shall prevent the Company or any of the Restricted Subsidiaries from discontinuing the use, operation or maintenance of any of such propertiesproperties and assets, or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted SubsidiarySubsidiary so concerned, or of an officer (or other agent employed by the Company or of any of the Restricted SubsidiariesSubsidiary so concerned) of the Company or any of its a Restricted Subsidiaries Subsidiary having managerial responsibility for any such propertyproperties or assets, desirable in the conduct of the business of the Company or any such Restricted SubsidiarySubsidiary of the Company, and if such discontinuance or disposal is not adverse in any material respect to the Holders.

Maintenance of Properties and Insurance. (a) The Company Company, the Guarantors and the Subsidiary Guarantors shall cause all material properties owned by used or leased by it or any of the Restricted Subsidiaries used in useful to the conduct of its their business or and the business of any each of the their Restricted Subsidiaries to be improved or maintained and kept in normal good condition, repair and working order (reasonable wear and tear and damage by casualty 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 its their reasonable 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 4.07 4.16 shall prevent the Company Company, any Guarantors or any of the Restricted Subsidiaries Subsidiary Guarantor from discontinuing the use, any operation or maintenance of any of such properties, or disposing of any of them, if such discontinuance or disposal is, (a) in the judgment of the Board of Directors of the Company or of the Board of Directors of any Restricted Subsidiary, or of an officer (or other agent employed by the Company or of any of the Restricted Subsidiaries) of the Company or any of its Restricted Subsidiaries having managerial responsibility for any such propertyCompany, desirable in the conduct of the business of the Company or any Restricted Subsidiary, such entity and if such discontinuance or disposal is (b) not adverse disadvantageous in any material respect to the Holders. The Company, the Guarantors and 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 Company is adequate and appropriate for the conduct of the business of the Company, the Guarantors, the Subsidiary Guarantors and such Restricted Subsidiaries.