Cessation of Operations. Any cessation of all or substantially all operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

Base of Operations. For purposes of this Agreement, the base of operation of the Aircraft is John Glenn International Airport, [[Address A:Address]]; provided, that such base may be changed upon notice from ​ to User.

Business and Operations. The Borrowers will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties for industrial and other uses ancillary thereto. Each Borrower will qualify to do business and will remain in good standing under the laws of the state of its formation and the state of Illinois or Wisconsin, as applicable, as and to the extent the same are required for the ownership, maintenance, management and operation of any Property. The Borrowers shall keep and maintain all Licenses necessary for the operation of the Properties as of the date hereof for industrial and other appurtenant and related uses.

Financial Condition and Operations. The balance sheets of Borrower as of June 30, 2019, and the related statements of income and, with respect to the period ended June 30, 2019, the related statement of cash flow of Borrower for the fiscal period then ended, copies of which have been furnished to Bank, fairly present in all material respects the financial condition of Borrower as at such date and the results of the operations of Borrower for the period ended on such dates, all in accordance with generally accepted accounting principles consistently applied (except for the absence of footnotes and subject to normal year-end audit adjustments, and since June 30, 2019, there has been no material adverse change in such condition or operations.

Operations under the Contract. The Farmee Interest has been owned and operated in accordance with good oilfield practice and in compliance in all material respects with all applicable Laws including any laws, international treaties, national, federal, provincial, state or local statutes, the common law, and any codes of law applicable to the Farmee Interest; and Farmor has received no written notice that its ownership and operation of the Farmee Interest violates in any material respects any applicable Laws. Other than as disclosed on [Schedule 6.1(i)], Farmor has not received or given any notice of termination of the Contract and, to Farmor’s knowledge, no event or circumstance exists that, with notice of

Conduct of Joint Operations. During the Interim Period, Farmor shall:

Cessation of Crude Distillation Operations. If at any time during the term of this Contract, SELLER intends to cease crude distillation operations at either Par East or Par West, then SELLER shall provide [[Organization A:Organization]] with [...] prior written notice of its intention to terminate this Contract in connection with the cessation of crude distillation operations. Upon such notice, either Party may call for renegotiation of this Contract to address such circumstances. The Parties shall enter into renegotiations within [...] after the date of the notice to renegotiate. If the Parties have not reached a mutually satisfactory resolution within [...] days after the date of the notice to renegotiate and crude distillation operations have ceased, then either Party may terminate this Contract.

The Seller covenants and agrees that, except # as expressly contemplated hereby, # with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or # as otherwise required under the Bankruptcy Code or by Legal Requirements, after the Execution Date and prior to the Closing Date, the Seller shall carry on the business in the Ordinary Course of Business of the Seller and use commercially reasonable efforts to maintain, preserve and protect the Acquired Assets in the condition in which they exist on the Execution Date.

any net after-tax income or loss from discontinued operations and any net after-tax gain or loss on disposal of discontinued operations shall be excluded,

5.10Program Operations.