Common use of Payment of Taxes; Corporate Existence; Maintenance of Properties Clause in Contracts

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it, its income or profits or its property before the same shall become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or any such Subsidiary shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed adequate in the opinion of the Board of Directors; (b) subject to Section 8.5A, do all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that neither the Company nor any Subsidiary shall be required to preserve any right or franchise if the Board of Directors shall reasonably determine that the preservation thereof is no longer desirable in its conduct of business; and (c) maintain and keep all its properties used or useful in the conduct of its business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon itthem, its their income or profits or its their property before the same shall become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or any such Subsidiary shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed adequate in the opinion of the Board of DirectorsDirectors or general partner or limited liability company manager; (b) subject to Section 8.5A8.6A, do all things necessary to preserve and keep in full force and effect its their corporate or partnership or limited liability company existence, rights (charter and statutory) and franchises; provided, however, that neither the Company nor any Subsidiary shall be required to preserve any right or franchise if the Board of Directors or general partner or limited liability company manager shall reasonably determine that the preservation thereof is no longer desirable in its conduct of business; and (c) maintain and keep all its of their properties used or useful in the conduct of its their business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries Subsidiary from discontinuing the operation and maintenance of any of its their properties (other than the Collateral), if such discontinuance is, in the judgment of the CompanyCompany or such Subsidiary, immaterial to the Company as a whole and desirable in the conduct of its businessthe business of the Company or such Subsidiary.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to,Issuer shall: (a) pay and discharge promptly (or cause the applicable PropCo to pay and discharge) all taxes, assessments and governmental charges or levies imposed upon it, and its income or profits or its property before properties, including all real estate taxes and assessments and any taxes or assessments imposed or assessed in lieu of or in substitution for any of the same shall become in defaultforegoing (collectively, “Taxes”) and (ii) maintenance charges, amounts due under any Property Documents and any other charges arising or accruing with respect to any Property as well as all other lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law or otherwise become or give rise to a Lien upon its propertyany Property or any other property of any Obligor Party (including, for the avoidance of doubt, any Property) (collectively “Other Charges”), in each case, prior to delinquency. Notwithstanding the foregoing, if the Issuer or any applicable PropCo shall in good faith, and by appropriate legal proceedings, contest any Taxes or Other Charges, then at the sole election of the Issuer (i) Issuer may procure a bond in the amount of such disputed tax or (ii) deposit cash with the Trustee (as the Trustee, at the direction of the 38 Required Holders, may direct) as a reserve in an amount equal to the payment thereof together with all estimated fines, interest, penalties and costs which may become due pending the pendency of such contest, in which case the Issuer or such PropCo (as applicable) shall not be required to pay the applicable Taxes or Other Charges during the maintenance of such deposit and provided that such contest (A) operates to prevent the enforcement or collection of the applicable Taxes or other Charges against, or the sale or forfeiture of, the applicable Property for the non-payment thereof, (B) is prosecuted with due diligence and continuity, and (C) shall not have been terminated or discontinued adversely to Issuer or such PropCo (as applicable). Upon the termination of any such proceeding or contest, the Issuer shall (or shall cause the applicable PropCo to) pay the amount of such Taxes or any applicable portion thereof that is, in each case, finally determined in such proceeding or contest to be due and owning; provided, however, that neither if funds have been deposited with the Company nor Trustee in respect of any Subsidiary such contest or proceeding pursued in accordance with this Section 4.11, such funds shall (so long as no Event of Default exists) be applied toward the payment of such Taxes and the excess (if any) following such application shall be returned to the Issuer. (b) The Issuer shall not be required to pay (or to cause any PropCo to pay) any such tax, assessment, charge, levy Taxes or claim if Other Charges to the extent that any Obligor Party is contesting the amount, applicability or validity thereof shall currently be contested in good faith and by appropriate proceedings and if the Company or any such Subsidiary shall have Obligor has set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principlesGAAP) deemed adequate in the reasonable opinion of the Board of DirectorsObligor Parties’ management personnel; (bc) subject to Section 8.5A4.11(a), the Issuer shall do (and cause each PropCo to do) all things necessary to preserve and keep in full force and effect its corporate legal existence, rights (charter and statutory) ), franchises licenses and franchises; provided, however, that neither the Company nor any Subsidiary shall permits as may be required to preserve any right necessary or franchise if the Board of Directors shall reasonably determine that the preservation thereof is no longer desirable in its order to operate each Property, to conduct any business of businessand/or to comply with any Applicable Laws or Property Documents applicable to any Obligor Party or any Property; and (cd) maintain and keep (and cause the applicable PropCo to maintain and keep) (i) each Property and (ii) all its properties other property used or useful in the conduct of its business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereofthereof (collectively, all as the “Repair Standards”), in each case, to the extent that the same, may be necessary so that in order for the business carried on by the Obligor Parties in connection therewith may to be properly and advantageously conducted at all times, consistent with established business practices and prior operating history; provided, however, that nothing in this Section 7.4(c4.11(d) shall prevent limit any PropCo’s right to effectuate a Temporary Discontinuance so long as, during any such Temporary Discontinuance, the Company PropCos continue to maintain, repair and replace the Properties in compliance with the Repair Standards. As used herein, “Temporary Discontinuance” means the temporary discontinuance of plant operations, in each case, a period expressly for the purpose of (1) maximizing the economic return of such Property, (2) the installation or construction of a Project or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance isMaterial Alterations, in each case, in accordance with (and subject to) the judgment of the Companyterms hereof, desirable in the conduct of its business(3) adhering to safety and/or environmental requirements, or (4) regular or unscheduled maintenance to maintain or improve plant operations.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company covenants that it will, and will cause each of its Subsidiaries to,: (ai) pay and discharge promptly all taxes, assessments and other governmental charges or levies imposed upon it, its income or profits or any of its property properties or assets before the same shall become in defaultany penalty or interest accrues thereon, as well as all lawful claims and liabilities of any kind (including without limitation claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property, prior to the time and when any penalty or fine shall be incurred with respect thereto; provided, however, provided that neither the Company nor any Subsidiary of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate and prompt proceedings and if the Company or any such Subsidiary Subsidiary, as the case may be, shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principlesGAAP) deemed adequate in to the opinion of the Board of Directorsextent required by GAAP; (bii) subject to Section 8.5A, do all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; providedprovided that nothing in this paragraph 5F(ii) shall prevent the abandonment or termination of the corporate existence, howeverrights and franchises of any Subsidiary if, that neither in the reasonable opinion of the Company, such abandonment or termination is in the best interest of the Company nor and not disadvantageous in any Subsidiary material respect to the holders of the Notes; (iii) maintain adequate assets, contracts, licenses, permits and other governmental approvals and authorizations, operating authorities, certificates of public convenience, operating certificates, patents, copyrights, trademarks and trade names, industrial designs and other intellectual property for it to conduct its business as heretofore conducted by it and shall promptly notify the holders of the Notes in writing of any occurrence or event or loss with respect to any of the foregoing which has or could reasonably be required expected to preserve have a material adverse effect on the business, condition (financial or other), assets, properties or operations of the Company or any right of its Subsidiaries, or franchise if the Board of Directors shall reasonably determine that Company's ability to perform its obligations under the preservation thereof is no longer desirable in its conduct of businessNotes or the agreement; and (civ) maintain and keep all its properties used or useful in the conduct of its business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company Each Borrower will, and will cause each any and all of its Subsidiaries to,: (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it, its income or profits or its property before the same shall become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither none of the Company Borrowers nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company Borrowers or any such Subsidiary shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed adequate in the opinion of the Board of DirectorsBorrowers’ managers or other governing body; (b) subject to Section 8.5A7.6(a), do all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that neither none of the Company Borrowers’ managers nor Board of Directors nor any Subsidiary shall be required to preserve any right or franchise if any of the Board of Directors Borrowers’ managers or other governing body shall reasonably determine that the preservation thereof is no longer desirable in its conduct of business; and (c) maintain and keep all its properties used or useful in the conduct of its business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, (a) A. pay and discharge promptly all taxes, assessments and other governmental charges or levies imposed upon it, it or upon its income or profits upon any of its property, real, personal or its property before the same shall become in defaultmixed or upon any part thereof, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or any such Subsidiary Subsidiary, as the case may be, shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed by it to be adequate in the opinion of the Board of Directorswith respect thereto; (b) subject to Section 8.5A, B. do all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that neither nothing in this Section 3.03B shall prevent the abandonment or termination of the corporate existence, rights and franchises of any Subsidiary if, in the opinion of the Company, such abandonment or termination would not have a material and adverse effect on the business, operations, properties, prospects, assets or condition, financial or other, of the Company nor any Subsidiary shall be required to preserve any right or franchise if the Board of Directors shall reasonably determine that the preservation thereof is no longer desirable in and its conduct of business; andSubsidiaries, taken as a whole; (c) C. maintain and keep all its properties used or useful in the conduct of its business properties, in good conditionrepair, repair and working order and supplied with all necessary equipment condition and from time to time make all necessary needful and proper repairs, renewals, renewals and replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company Borrower will, and will cause each all of its Subsidiaries to,: (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it, its income or profits or its property before the same shall become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Company Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings, such proceedings stay foreclosure of any such Lien and if the Company Borrower or any such Subsidiary shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed adequate in the opinion of the Board of Directors;Borrower’s managers or other governing body; and (b) subject to clause (a) of Section 8.5A8.6, do all things necessary to preserve and keep in full force and effect its corporate their respective Entity’s existence, rights (charter and statutory) and franchises; provided, however, provided that neither the Company nor any Subsidiary Alico shall not be required to preserve the existence of any right Subsidiary that is not a Borrower or franchise Guarantor if (i) failure to do so would not reasonably be expected to result in a material adverse effect on the Board business, operations, properties or condition, financial or other, of Directors Borrower and its Subsidiaries, taken as a whole, and (ii) such Entity’s management shall reasonably determine that the preservation thereof is no longer desirable in its conduct of business; and (c) maintain and keep all its properties used or useful in the conduct of its business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its businessEntity.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Each KPP Company will, and will cause each of its Subsidiaries to, (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it, its income or profits or its property before the same shall become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, provided that neither none of the Company nor any Subsidiary KPP Companies and their Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof shall currently be contested in good faith by appropriate and lawful proceedings and if the diligently conducted, (ii) such KPP Company or any such Subsidiary shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed adequate in the reasonable opinion of such KPP Company or such Subsidiary and (iii) any Lien placed upon any property of any KPP Company or any of its Subsidiaries as a result thereof will not impair the Board operation of Directorssuch property by the KPP Companies; (b) subject to Section 8.5ASections 8.4 and 8.5, do all things necessary to preserve and keep in full force and effect its the corporate or partnership existence, rights (charter and statutory) and franchises; provided, however, that neither the franchises of each KPP Company nor any Subsidiary shall be required to preserve any right or franchise if the Board and of Directors shall reasonably determine that the preservation thereof is no longer desirable in its conduct each of business; andtheir Subsidiaries; (c) maintain the general nature of its operations and businesses in the refined petroleum products storage, terminaling and transportation industry; and (d) maintain and keep all its properties the properties, except for those facilities which are listed on Schedule 12 hereto, of the KPP Companies and their Subsidiaries which are used or useful in the conduct of its business their respective businesses in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as may be reasonably 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it, its income or profits or its property before the same shall become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings and if the Company or any such Subsidiary shall have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principles) deemed adequate in the opinion of the Treasurer and Chief Financial Officer or the Board of Directors; (b) subject to Section 8.5A8.5.A, do all things necessary to preserve and keep in full force and effect its corporate or other lawful existence, rights (charter and statutory) and franchises; provided, however, that neither the Company nor any Subsidiary shall be required to preserve any right or franchise if the Board of Directors shall reasonably determine that the preservation thereof is no longer desirable in its conduct of business; and (c) maintain and keep all its properties used or useful in the conduct of its business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as 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 7.4(c) shall prevent the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties (other than the Collateral)properties, if such discontinuance is, in the judgment of the Company, desirable in the conduct of its businessbusiness and has been approved by the holder of the Note, which approval shall not be unreasonably withheld. (d) acquire and maintain all local, state and federal certificates, orders, approvals, permits and licenses required for its business and for the operation of the Facility, and operate its business and the Facility in compliance with the terms and conditions of all such certificates, orders, approvals, permits and licenses, all applicable local, state and federal laws, statutes and regulations, and all applicable legal and contractual requirements with regard to the use, occupancy and construction thereof, including, without limitation, any environmental certificates, orders, approvals, permits and licenses, and local, state and federal laws, statutes and regulations.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company Compliance with Laws; Lines of Business; Proprietary Rights. Each of the Holding ----------------------------------------------------------- Companies will, and will cause each of its respective Subsidiaries to,: (a) pay and discharge promptly as they become due and payable all taxes, assessments and other governmental charges or levies imposed upon it, it or its income or profits or upon any of its property before the same shall become in defaultproperty, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, provided that neither the Company nor any Subsidiary no -------- such Person shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if the Company or any such Subsidiary it shall have set aside on its books reserves in such reserves, if any, with respect thereof (segregated thereto as are required by GAAP; provided, further, that the Holding Company will, and will cause each of -------- ------- its Subsidiaries to, pay any such tax, assessment, charge, levy or claim prior to the extent required by generally accepted accounting principles) deemed adequate in commencement of any proceeding to foreclose any Lien securing the opinion of the Board of Directorssame; (b) subject do or cause to Section 8.5A, do be done all things necessary to preserve and keep in full force and effect its corporate existenceexistence and all material Licenses, rights provided that nothing in this clause (charter and statutoryb) and franchises; providedshall prohibit the -------- consummation of any transaction consummated in accordance with section 14.13, however, that neither the Company nor any Subsidiary shall be required to preserve any right 14.14 or franchise if the Board of Directors shall reasonably determine that the preservation thereof is no longer desirable in its conduct of business; and14.15; (c) maintain and keep all its material properties used or useful in necessary for the conduct of its business in good conditionrepair, repair and working order and supplied with all necessary equipment condition (reasonable wear and make all necessary repairstear excepted), renewals, replacements, betterments and improvements thereof, all as may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; (d) comply in all material respects with all applicable laws, statutes, rules, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities in respect of the conduct of its business and the ownership of its property (including, without limitation, all Environmental Laws); providedprovided that no such Person -------- shall be required by reason of this section 14.2(d) to comply therewith at any time while it shall be contesting its obligation to do so in good faith by appropriate proceedings promptly initiated and diligently conducted, howeverand if it shall have set aside on its books such reserves, that nothing if any, with respect thereto as are required by GAAP; (e) engage only in lines of business related to the Business and conduct substantially all its business and keep substantially all its assets in the United States of America, provided that, notwithstanding -------- anything to the contrary contained in this Section 7.4(c) shall prevent the Company Agreement or any of its Subsidiaries from discontinuing the operation and maintenance of other Operative Documents, neither the Holding Company nor Apollo shall engage in any of its properties (operations, business or activity other than the Collateral), if such discontinuance is, that which is incidental to owning and holding its interest in Pacer and Apollo (in the judgment case of the Holding Company) and Intermetrics (in the case of Apollo) and, desirable without limiting the generality of the foregoing, neither the Holding Company nor Apollo shall own any material assets other than such interests and shall not have any direct Subsidiary other than Pacer and Apollo (in the case of the Holding Company) and Intermetrics (in the case of Apollo); and (f) own or have a valid license for all material Proprietary Rights used by it in the conduct of its business.

Payment of Taxes; Corporate Existence; Maintenance of Properties. The Company will, and will cause each of its Subsidiaries to, (a) pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it, and its income or profits or its property before the same shall will become in default, as well as all lawful claims and liabilities of any kind (including claims and liabilities for labor, materials and supplies) which, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Company nor any Subsidiary shall Borrower will not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall will currently be contested in good faith by appropriate proceedings and if the Company or any such Subsidiary shall Borrower will have set aside on its books reserves in respect thereof (segregated to the extent required by generally accepted accounting principlesGAAP) deemed adequate in the opinion of the Board of DirectorsBorrower’s management; (b) subject to Section 8.5A6.4(a), do all things necessary to preserve and keep in full force and effect its corporate legal existence, rights (charter and statutory) and franchises; provided, however, that neither the Company nor any Subsidiary shall franchises as may be required to preserve any right necessary or franchise if the Board of Directors shall reasonably determine that the preservation thereof is no longer desirable in its order to operate each Facility and to conduct any business of businessBorrower; and (c) maintain and keep all of its properties used or useful in the conduct of its their respective business in good condition, repair and working order and supplied with all necessary equipment and make all necessary repairs, renewals, replacements, betterments and improvements thereof, all as may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; providedtimes consistent with established business practices and prior operating history, provided however, that nothing in this Section 7.4(c) shall 6.4 will prevent the Company or any of its Subsidiaries Borrower from discontinuing the operation and maintenance of any of its properties (other than the Collateral), if such discontinuance is, in the judgment of the Company, desirable in the conduct of its businessa Temporary Discontinuance.