The Company will, and will cause each of its Material Subsidiaries to, (i) preserve and maintain its legal existence (except as otherwise permitted by Section  7.2.7 ), and (ii) perform in their obligations under material agreements to which the Company or a Subsidiary is a party, and comply in all material respects with all applicable laws, rules, regulations and orders, including the filing of all Tax returns and the payment (before the same become delinquent), of all Taxes, imposed upon the Company or its Subsidiaries or upon their property except, in each case of this clause (ii), to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set aside on the books of the Company or its Subsidiaries, as applicable or to the extent such failure would not reasonably be expect to cause a Material Adverse Effect.