Common use of Taxes, Claims for Labor and Materials, Compliance with Laws Clause in Contracts

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any property of the Company or such Restricted Subsidiary; provided that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, or (2) the non-payment of any such tax, assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso).

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property Property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any property Property of the Company or such Restricted Subsidiary; provided that PROVIDED the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ia) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property Property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary or (b) such nonpayment would not materially and adversely affect the Properties, business, prospects, profits or condition of the Company and its Subsidiaries, and (iic) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed reserves, if any, required by it to be adequate generally accepted accounting principles with respect thereto. The Company will promptly comply and will cause each Subsidiary to promptly comply with all laws, ordinances or (2) governmental rules and regulations to which it is subject, including without limitation, the non-payment Occupational Safety and Health Act of 1970, as amended, the Employee Retirement Income Security Act of 1974, as amended, and all Environmental Legal Requirements, the violation of any such taxof which would materially and adversely affect the Properties, assessmentbusiness, chargeprospects, levy, account payable profits or claim could not reasonably be expected to have a Material Adverse Effect, or (3) to the extent that failure to pay any condition of the foregoing Company and its Subsidiaries or comply with would result in any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries Lien or charge upon any Property of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso).

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly prosmptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any property of the Company or such Restricted Subsidiary; provided provided, however, that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ii) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, thereto in accordance with GAAP or (2ii) the non-payment of failure to pay any such tax, assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect(A) materially and adversely affect the properties, business, prospects, profits or condition (3financial or otherwise) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or such Subsidiary Guarantors or (B) impair the ability of the Company to perform its obligations hereunder. Neither the Company nor any Subsidiary shall violate any law, ordinance or governmental rule and if regulation to which it is subject including, without limitation, the Occupational Safety and Health Act of 1970, as amended, ERISA and all such non Wholly-owned Restricted Subsidiaries do notlaws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, if considered in such violation could reasonably be expected to materially and adversely affect the aggregate as a single Restricted Subsidiaryproperties, constitute a Significant Restricted Subsidiary (but business, prospects, profits or condition of the Company shall provide notice to the holders of the Notes of the occurrence of and its Subsidiaries or would result in any such failure to comply or failure to pay described in this proviso)Lien not permitted under §5.14.

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and dischargewill, and will cause each Restricted Subsidiary promptly to (i) pay and discharge, discharge all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, and (ii) pay and discharge, or make arrangement to pay and discharge, in the ordinary course of its business, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which any of which, if unpaid unpaid, might become a Lien (other than a Lien permitted pursuant to this Agreement) upon any property Principal Property of the Company or such Restricted Subsidiary; provided, however, that the foregoing shall apply only if the effect of the failure of the Company or any Subsidiary to take such action would be to cause a Material Adverse Effect; provided further that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ix) the validity, applicability or amount validity thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any material property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary Subsidiary, and (iiy) the Company or such Restricted Subsidiary shall set aside on its books, reserves reserves, if any, deemed by it to be adequate with respect thereto. The Company will comply and will cause each Subsidiary to comply in all material respects with all laws, ordinances or (2) governmental rules and regulations to which it is subject and all licensing and other governmental authorizations necessary to the non-payment ownership of any such taxits properties or to the conduct of its business including, assessmentwithout limitation, chargethe Occupational Safety and Health Act of 1970, levyas amended, account payable ERISA, the Patriot Act and all laws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, except where the necessity of compliance therewith is being contested in good faith by appropriate actions or claim could proceedings or the violation of which, in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso).. Five Year Credit Agreement

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company Each Obligor will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, discharge when due all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectivelyeach Obligor, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiaryeach Obligor, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which which, in each case, if unpaid might would be reasonably likely to become a Lien material lien or charge upon any property of the Company or such Restricted Subsidiaryany Obligor; provided that the Company or such Restricted Subsidiary each Obligor shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ii) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary any Obligor or any material interference with the use thereof by the Company or such Restricted Subsidiary any Obligor, and (ii) the Company or such Restricted Subsidiary each Obligor shall set aside on its books, reserves deemed by it to be adequate with respect thereto. Each Obligor will promptly comply and will cause each Subsidiary to comply with all laws, ordinances or (2) governmental rules and regulations to which it is subject, including without limitation, the non-payment Occupational Safety and Health Act of 1970, the Employee Retirement Income Security Act of 1974 and all laws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, the violation of which would materially and adversely affect the properties, business, prospects, profits or condition of the Obligors or of the Obligors and their Subsidiaries taken as a whole or would result in any such taxlien or charge upon any property of the Obligors or any Subsidiary, assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, or (3) which lien is material to the extent that failure to pay any of Obligors or the foregoing or comply with any of the foregoing relates solely to Restricted Obligors and their Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate taken as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso)whole.

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any property of the Company or such Restricted Subsidiary; provided that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, or (2) the non-payment of any such tax, assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso).

Taxes, Claims for Labor and Materials, Compliance with Laws. Each Borrower will (ai) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary of its Subsidiaries promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company it or such Restricted SubsidiarySubsidiary (if any), respectively, or upon or in respect of all or any part of the its property or business or of the Company or such Restricted SubsidiarySubsidiary (if any), all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any of its property of the Company or such Restricted SubsidiarySubsidiary (if any); provided that the Company it or such Restricted Subsidiary (if any) shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company it or such Restricted Subsidiary (if any) or any material interference with the use thereof by the Company it or such Restricted Subsidiary Subsidiary, and (ii2) the Company it or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto; and (ii) promptly comply, and will cause each of its Subsidiaries (if any) to promptly comply, in all material respects, with all Requirements of Law (including all Environmental Laws). Without limiting the above, each Borrower will (a) ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (2ii) the non-payment of any such taxa person designated under Section 1(b), assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, (c) or (3d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (b) comply, and cause each other Loan Party to the extent that failure to pay any of the foregoing or comply comply, with any of the foregoing relates solely to Restricted Subsidiaries which are not Whollyall applicable Bank Secrecy Act (“BSA”) and anti-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors money laundering laws and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso)regulations.

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any property of the Company or such Restricted Subsidiary; provided that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary Subsidiary, and (ii2) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, or (2) the non-payment of any such tax, assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary and such failure could not materially and adversely affect the properties, business, prospects, profits or condition (financial or otherwise) of the Company or of the Company and its Subsidiaries, taken as a whole (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this provisoprovision).

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company Borrower will promptly pay and discharge, and will cause each Restricted Subsidiary of its Subsidiaries promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company Borrower or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company Borrower or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any property of the Company Borrower or such Restricted Subsidiary; provided PROVIDED, HOWEVER, that the Company Borrower or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ii) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company Borrower or such Restricted Subsidiary or any material interference with the use thereof by the Company Borrower or such Restricted Subsidiary Subsidiary, and (ii) the Company Borrower or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, thereto in accordance with GAAP or (2ii) the non-payment of failure to pay any such tax, assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, or (3) to the extent that failure to pay . Neither Borrower nor any of its Subsidiaries shall violate any law, ordinance or governmental rule and regulation to which it is subject including, without limitation, the foregoing or comply with any Occupational Safety and Health Act of the foregoing relates solely 1970, as amended, ERISA and all laws, ordinances, governmental rules and regulations relating to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if environmental protection in all such non Wholly-owned Restricted Subsidiaries do notapplicable jurisdictions, if considered such violation could reasonably be expected to have a Material Adverse Effect or would result in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso)Lien not permitted under SECTION 7.01.

Taxes, Claims for Labor and Materials, Compliance with Laws. Each Borrower will (ai) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary of its Subsidiaries promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company it or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the its property or business or of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any of its property of the Company or such Restricted Subsidiary; provided that the Company it or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any of its property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company it or such Restricted Subsidiary Subsidiary, and (ii2) the Company it or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto; and (ii) promptly comply, and will cause each of its Subsidiaries to promptly comply, in all material respects, with all Requirements of Law (including all Environmental Laws), Without limiting the above, each Borrower will (a) ensure, and cause each other Loan Party to ensure, that no person who owns a controlling interest in or otherwise controls a Loan Party is or shall be (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control (“OFAC”) Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (2ii) the non-payment of any such taxa person designated under Section l(b), assessment, charge, levy, account payable or claim could not reasonably be expected to have a Material Adverse Effect, (c) or (3d) of Executive Order Nx. 00000 Xxxx Xxxx Agreement (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (b) comply, and cause each other Loan Party to the extent that failure to pay any of the foregoing or comply comply, with any of the foregoing relates solely to Restricted Subsidiaries which are not Whollyall applicable Bank Secrecy Act (“BSA”) and anti-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors money laundering laws and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso)regulations.

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien lien or charge upon any property of the Company or such Restricted Subsidiary; provided that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if failure to do so would not have a material adverse affect on the properties, business, profits or condition of the Company and its Restricted Subsidiaries, taken as a whole, or if (1)(ii) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary proceedings, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto. The Company will promptly comply and will cause each Restricted Subsidiary to comply with all laws, ordinances or (2) governmental rules and regulations to which it is subject including, without limitation, the non-payment Occupational Safety and Health Act of any such tax1970, assessmentERISA and all laws, chargeordinances, levygovernmental rules and regulations relating to environmental protection in all applicable jurisdictions, account payable or claim could not the violation of which might reasonably be expected to have a Material Adverse Effect, result in any lien or (3) to the extent that failure to pay charge upon any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries property of the Company or any Restricted Subsidiary Guarantors which might reasonably be expected to materially and if all such non Wholly-owned adversely affect the properties, business, profits or condition (financial or otherwise) of the Company and its Restricted Subsidiaries do notSubsidiaries, if considered in the aggregate taken as a single Restricted Subsidiarywhole, constitute a Significant unless the validity or applicability thereof is being contested in good faith by appropriate actions or proceedings, and the Company or such Restricted Subsidiary (but the Company shall provide notice set aside on its books reserves deemed by it to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso)be adequate with respect thereto.

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The ------------------------------------------------------------------------ Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien upon any property of the Company or such Restricted Subsidiary; provided provided, however, -------- ------- that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ii) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, or (2) the non-payment of any such tax, assessment, charge, levy, account payable or claim could not reasonably be expected . The Company will promptly comply and will cause each Subsidiary to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any all laws, ordinances or governmental rules and regulations to which it is subject including, without limitation, the Occupational Safety and Health Act of 1970, as amended, ERISA and all laws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, the foregoing relates solely to Restricted Subsidiaries violation of which are not Wholly-owned Restricted Subsidiaries could materially and adversely affect the properties, business, prospects, profits or condition of the Company or Subsidiary Guarantors and if all such non Wholly-owned its Restricted Subsidiaries do not, if considered or would result in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary any Lien not permitted under (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso)S)5.9.

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and dischargewill, and will cause each Restricted Subsidiary promptly to (i) pay and discharge, discharge all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Restricted Subsidiary, and (ii) pay and discharge, or make arrangement to pay and discharge, in the ordinary course of its business, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which any of which, if unpaid unpaid, might become a Lien (other than a Lien permitted pursuant to this Agreement) upon any property Principal Property of the Company or such Restricted Subsidiary; provided, however, that the foregoing shall apply only if the effect of the failure of the Company or any Subsidiary to take such action would be to cause a Material Adverse Effect; provided further that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ix) the validity, applicability or amount validity thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any material property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary Subsidiary, and (iiy) the Company or such Restricted Subsidiary shall set aside on its books, reserves reserves, if any, deemed by it to be adequate with respect thereto. The Company will comply and will cause each Subsidiary to comply in all material respects with all laws, ordinances or (2) governmental rules and regulations to which it is subject and all licensing and other governmental authorizations necessary to the non-payment ownership of any such taxits properties or to the conduct of its business including, assessmentwithout limitation, chargethe Occupational Safety and Health Act of 1970, levyas amended, account payable ERISA, the Patriot Act and all laws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, except where the necessity of compliance therewith is being contested in good faith by appropriate actions or claim could proceedings or the violation of which, in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso).

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and dischargewill, and will cause each Restricted Subsidiary promptly to (i) pay and discharge, discharge all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the property Property or business of the Company or such Restricted Subsidiary, and (ii) pay and discharge, or make arrangement to pay and discharge, in the ordinary course of its business, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which any of which, if unpaid unpaid, might become a Lien (other than a Lien permitted pursuant to this Agreement) upon any property Principal Property of the Company or such Restricted Subsidiary; provided, however, that the foregoing shall apply only if the effect of the failure of the Company or any Subsidiary to take such action would be to cause a Material Adverse Effect; provided further that the Company or such Restricted Subsidiary shall not be required to pay or make a filing with regard to any such tax, assessment, charge, levy, account payable or claim if (1)(ix) the validity, applicability or amount validity thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any property material Property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary Subsidiary, and (iiy) the Company or such Restricted Subsidiary shall set aside on its books, reserves reserves, if any, deemed by it to be adequate with respect thereto. The Company will comply and will cause each Subsidiary to comply in all material respects with all laws, ordinances or (2) governmental rules and regulations to which it is subject and all licensing and other governmental authorizations necessary to the non-payment ownership of any such taxits properties or to the conduct of its business including, assessmentwithout limitation, chargethe Occupational Safety and Health Act of 1970, levyas amended, account payable ERISA and all laws, ordinances, governmental rules and regulations relating to environmental protection in all applicable jurisdictions, except where the necessity of compliance therewith is being contested in good faith by appropriate actions or claim could proceedings or the violation of which, in the aggregate, is not reasonably be expected likely to have a Material Adverse Effect, or (3) to the extent that failure to pay any of the foregoing or comply with any of the foregoing relates solely to Restricted Subsidiaries which are not Wholly-owned Restricted Subsidiaries of the Company or Subsidiary Guarantors and if all such non Wholly-owned Restricted Subsidiaries do not, if considered in the aggregate as a single Restricted Subsidiary, constitute a Significant Restricted Subsidiary (but the Company shall provide notice to the holders of the Notes of the occurrence of any such failure to comply or failure to pay described in this proviso).