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

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon property or any part thereof belonging to the Company and its Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon property or any part thereof belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under the this Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Restricted Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Restricted Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its the Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon property or any part thereof belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under the this Indenture when due; and provided further further, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable lawsRestricted Subsidiaries; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the provisions of Article Five, Article Nine Five or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a GuarantorRestricted Subsidiary; and (c) at all times keep, maintain and preserve all the property of the Company and its the Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon property or any part thereof belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under the this Indenture when due; and provided further further, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable lawsRestricted Subsidiaries; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the provisions of Article Five, Article Nine Five or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Restricted Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its the Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon property or any part thereof belonging to the Company and its Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a GuarantorSubsidiary; and (c) at all times keep, maintain and preserve all the property of the Company and its Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon property or any part thereof belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under the this Indenture when due; and provided further further, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable lawsRestricted Subsidiaries; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the provisions of Article Five, Article Nine Five or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Restricted Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its the Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.discontinuance

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) will pay or discharge or cause to be paid and discharged or discharged, before the same shall become delinquent, (1) all lawful taxes, assessments and governmental charges levied or levies imposed upon the Company and its Subsidiaries it or any Subsidiary or upon the income income, profits or profits property of the Company and its Subsidiaries or upon property or any part thereof belonging to the Company Subsidiary, and its Subsidiaries before the same shall be in default, as well as (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon such the property of the Company or any part thereofSubsidiary; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge, levy charge or claim so long as the whose amount, applicability or validity or amount thereof shall be is being contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due;proceedings. (b) subject to Article Five, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, all material rights (by articles of incorporation, by-laws and statute) and material franchises, PROVIDED, HOWEVER, that the corporate existence Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger business of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a GuarantorCompany; and (c) at will cause all times keep, maintain of its material properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and preserve all the property of the Company and its Subsidiaries kept in good repaircondition, repair and working order and condition (reasonable wear supplied with all necessary equipment and tear excepted) and from time will cause to time make be made all needful and proper necessary repairs, renewals, replacements, betterments and improvements theretothereof, all as in 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 subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when dueshall not be prevented from selling or otherwise disposing of their properties for value in the ordinary course of business.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a1) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon property before or any part thereof belonging to the Company and its Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, ; however, that neither the Company nor any of its Subsidiaries shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the this Indenture when due; and provided further that neither the Company nor any of its Subsidiaries shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company or its Subsidiaries in the conduct of its their business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due; (b2) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b2) shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine 5 or any other provision or the Authorizing Bond Resolution or supplemental indenture pertaining to a Series, Series and that the Company need not maintain the corporate existence of an any immaterial Subsidiary which is not a GuarantorSubsidiary; and (c3) at all times keep, maintain and preserve all the property of the Company and its Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c3) shall prevent either the Company or any of its Subsidiaries from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon property or any part thereof belonging to the Company and its Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the this Indenture when due; and provided further provided, further, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable lawsCompany; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine Five or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon property or any part thereof belonging to the Company and its Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Restricted Subsidiaries or upon the income or profits of the Company and its Restricted Subsidiaries or upon property or any part thereof belonging to the Company and its Restricted Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; providedPROVIDED, howeverHOWEVER, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under the this Indenture when due; and provided further PROVIDED FURTHER that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Restricted Subsidiaries and to comply with all applicable laws; providedPROVIDED, howeverHOWEVER, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Restricted Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Restricted Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its the Restricted Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; providedPROVIDED, howeverHOWEVER, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its the Restricted Subsidiaries to pay all obligations under this Indenture when due.

Payment of Taxes; Maintenance of Corporate Existence; Maintenance of Properties. The Company will: (a) cause to be paid and discharged all lawful taxes, assessments and governmental charges or levies imposed upon the Company and its Subsidiaries or upon the income or profits of the Company and its Subsidiaries or upon property or any part thereof belonging to the Company and its Subsidiaries before the same shall be in default, as well as all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon such property or any part thereof; provided, however, that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate proceedings and the nonpayment thereof does not, in the judgment of the Company, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under the Indenture when due; and provided further that the Company shall not be required to cause to be paid or discharged any such tax, assessment, charge, levy or claim if, in the judgment of the Company, such payment shall not be advantageous to the Company in the conduct of its business and if the failure so to pay or discharge does not, in its judgment, materially adversely affect the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due; (b) cause to be done all things necessary to preserve and keep in full force and effect the corporate existence of the Company and each of its Subsidiaries and to comply with all applicable laws; provided, however, that nothing in this subsection (b) shall prevent a consolidation or merger of the Company or any Subsidiary not prohibited by the provisions of Article Five, Article Nine or any other provision or the Authorizing Resolution or supplemental indenture pertaining to a Series, and the Company need not maintain the corporate existence of an immaterial Subsidiary which is not a Guarantor; and (c) at all times keep, maintain and preserve all the property of the Company and its Subsidiaries in good repair, working order and condition (reasonable wear and tear excepted) and from time to time make all needful and proper repairs, renewals, replacements, betterments and improvements thereto, so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this subsection (c) shall prevent the Company from discontinuing the operation and maintenance of any such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the ability of the Company and its Subsidiaries to pay all obligations under this Indenture when due.