The Seller shall pay or cause to be paid all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or may become an Adverse Claim upon any of its properties or assets, before the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if (i) it is being contested in good faith and by appropriate proceedings, (ii) the Seller has established and maintains adequate cash reserves with respect thereto, (iii) no Adverse Claim or right of demand has arisen or attached to its property and become enforceable against its other creditors and (iv) the failure to make payment thereof pending such contest would not reasonably be expected to result in a Material Adverse Effect; provided that the proceedings referred to in clause (i) above would not subject the Seller or any Purchaser or the Administrative Agent to any civil or criminal penalty or liability or involve any material risk of the loss, sale or forfeiture of any property, rights or interests covered hereunder or under any Transaction Document.