(i) Each Lincoln Party shall comply in all respects with its Articles of Incorporation or Certificate of Incorporation (or equivalent organization documentation), as the case may be, and Regulations or By-laws, as the case may be (or equivalent organization documentation), and all applicable occupational safety and health Laws, federal and state securities Laws, product safety Laws, Environmental Laws, and every other Law if, except with respect to Laws described in clause (ii) hereof, non-compliance with such Law or order would have or might reasonably be expected to have a Material Adverse Effect, and (ii) each Lincoln Party shall comply in all material respects with all applicable Anti-Corruption Laws and applicable Sanctions; provided , however , that this Section 8.9 shall not apply to any noncompliance if and to the extent that the same is being contested in good faith by timely and appropriate proceedings which are effective to stay enforcement thereof and against which appropriate reserves have been established. Without limiting the generality of the foregoing, Holdings will maintain in effect and enforce policies and procedures designed to ensure compliance in all material respects by the Lincoln Parties and their respective directors, officers, employees and (to the extent reasonably within their control) agents with Anti-Corruption Laws and applicable Sanctions.