Duly observe, conform and comply in all material respects with all laws (including any fictitious or tradename statute), decisions, judgments, rules, regulations and orders of all governmental and regulatory authorities relating to the conduct of its business or its properties and assets, except (i) those being contested in good faith by appropriate proceedings diligently pursued or (ii) where a failure to comply would not reasonably be expected to have a material adverse effect on its business and assets.