Timely pay and discharge when due all material assessments, taxes, governmental charges, levies, Liens and claims, of every kind and nature, imposed upon the Loan Parties or any of their respective properties, income, or profits, prior to the earlier of the date on which such obligation would become delinquent or the date penalties would attach, and all lawful claims that, if unpaid, might become a Lien or charge upon any Loan Party’s properties, income, or profits; provided, however, the Loan Parties will not be required to pay and discharge any such assessment, tax, government charge, levy, Lien or claim so long as (a) the legality of the same will be contested in good faith by appropriate judicial, administrative or other legal proceedings instituted with reasonable promptness and diligently conducted, and (b) the Loan Parties will have established on their books adequate reserves with respect to such contested assessment, tax, government charge, levy, Lien or claim in accordance with GAAP.