Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors or any Subsidiary, provided that no Obligors nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any Subsidiary, provided that no Obligors Obligor nor any Subsidiary need pay any such tax, assessment, charge, charge or levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of the Obligors such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges, charges and levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Borrower or any Restricted Subsidiary, ; provided that no Obligors neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Obligors Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Borrower or such Subsidiary or (iib) the nonpayment of all such taxes, taxes and assessments, governmental charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Issuer will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Issuer or any Subsidiary, provided that no Obligors neither the Issuer nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Issuer or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Restricted Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any Subsidiary, provided that no Obligors Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of the Obligors such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Issuer will, and will cause the Parent and each of their Subsidiaries Subsidiary to, file all material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Parent, the Issuer or any Subsidiary, provided that no Obligors nor none of the Parent, the Issuer or any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Parent, the Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent, the Issuer or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Parent, the Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Lessee will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Lessee or any Subsidiary, provided that no Obligors neither the Lessee nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors Lessee or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Lessee or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Lessee or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors either Obligor or any Subsidiary, provided that no Obligors neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge, charge or levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries other Subsidiary to, file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any other Subsidiary, provided that no Obligors neither any Obligor nor any other Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors an Obligor or a another Material Domestic Subsidiary has established adequate reserves therefor in accordance with GAAP on the its books of the Obligors or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Restricted Subsidiary, provided that no Obligors neither the Company nor any Restricted Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Restricted Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Borrower or any Subsidiary, provided that no Obligors neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Borrower or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company and each Co-Obligor will, and will cause each of their Subsidiaries to, file all tax Tax returns required to be filed in any jurisdiction and to pay and discharge all taxes Taxes shown to be due and payable on such returns and pay all other taxesTaxes, assessments, governmental charges, or levies and assessments imposed on them or any of their properties, assets, income or franchises, to the extent the same such Taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy Tax or claim if assessment or claims (i) if the amount, applicability or validity thereof is contested by the Obligors Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, diligently conducted, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable GAAP standards on the books of the Obligors Company or such Subsidiary Subsidiary, or (ii) the nonpayment of all such taxesTaxes, assessmentsassessments and claims, charges, levies and claims either individually or in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien an Encumbrance on properties or assets of either of the Obligors or any Subsidiary, of their respective Subsidiaries; provided that no Obligors neither Obligor nor any Subsidiary of their respective Subsidiaries need pay any such tax, tax or assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, will and will cause each of their Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes Taxes shown to be due and payable on such returns and all other taxesTaxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors either Obligor or any Subsidiary, provided that no neither of the Obligors nor any Subsidiary need pay any such taxTax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with U.S. GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Obligors Company or such Subsidiary on a timely basis in good faith and in by appropriate proceedings, proceedings and (b)(i) the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate (other than taxes, assessments or claims the Company or a Subsidiary is contesting in accordance with provisions set forth in clause (a) above and for which reserves have been established in accordance with clause (b)(i) above) could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, governmental charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Obligors Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Subsidiary or (iib) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, governmental charges, levies and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Issuer will, and will cause the Parent and each of their Subsidiaries Subsidiary to, file all material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Parent, the Issuer or any Subsidiary, ; provided that no Obligors nor none of the Parent, the Issuer or any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Parent, the Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent, the Issuer or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Parent, the Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Borrower or any Subsidiary, provided that no Obligors neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Borrower or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their the Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Restricted Subsidiary, provided that no Obligors neither the Company nor any Restricted Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Obligors Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Restricted Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, charges and levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their the Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Restricted Subsidiary, ; provided that no Obligors neither the Company nor any Restricted Subsidiary need pay or discharge any such tax, tax assessment, charge, charge or levy or claim if (ia) the amount, applicability or validity thereof is contested by the Obligors Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Restricted Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, charges and levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Such Obligor shall and will the Company shall cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors such Obligor or any SubsidiarySubsidiary of the Company, provided that no Obligors neither such Obligor nor any Subsidiary of the Company need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any SubsidiarySubsidiary not permitted by Section 10.4, provided that no Obligors neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors any Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors either Obligor or any Subsidiary, provided that no Obligors neither Obligor nor any Subsidiary need file such return or pay any such tax, assessment, charge, levy or claim claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with Applicable GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each of the Parent and the Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors nor any the Parent, the Company and each Subsidiary need not pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Parent, the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent, the Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Parent, the Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Subsidiary or (ii) the nonpayment nonfiling or nonpayment, as the case may be, of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, will and will cause each of their Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors either Obligor or any Subsidiary, provided that no neither of the Obligors nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Such Obligor will and the Company will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their propertiesProperties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties Properties or assets of such Obligor and in the Obligors or case of the Company, any Subsidiary, of its Subsidiaries; provided that no Obligors neither such Obligor nor any such Subsidiary need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, chargeschanges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors such Obligor or any Subsidiaryof its Subsidiaries, provided that no neither Obligors nor any Subsidiary of its Subsidiaries need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and Vectren will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and, assessments, charges and levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company, Vectren or any Subsidiary, provided that no neither of the Obligors nor any such Subsidiary need pay any such taxtax or, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors an Obligor or any Subsidiary, provided that no Obligors neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, will and will cause each of their Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges and levies have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors either Obligor or any Subsidiary, provided that no neither of the Obligors nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with U.S. GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any SubsidiarySubsidiary not permitted by Section 10.5, provided that no Obligors neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors any Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any Subsidiary, provided that no Obligors Obligor nor any Subsidiary need pay any such tax, assessment, charge, charge or levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Borrower) on the books of the Obligors such Obligor or such Subsidiary or (ii) the non filing and nonpayment of all such taxes, assessments, charges, charges and levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and each Obligor will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors such Obligor or any Subsidiary, provided that no Obligors Obligor nor any Subsidiary of its Subsidiaries need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims Xxxxx Xxxxxxxxxxx Note Purchase Agreement would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file or cause to be filed all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchisesthem, to the extent the same such taxes, assessments governmental charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Company or any Subsidiary, provided that no Obligors neither the Company nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Company or such Subsidiary or (ii) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, charges, levies and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Borrower or any Subsidiary, provided that no Obligors neither Borrower nor any Subsidiary need file any tax return or pay any such tax, assessment, charge, levy or claim if (i) the obligation to file or the amount, applicability or validity thereof is contested by the Obligors Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor therefore in accordance with GAAP on the books of the Obligors Borrower or such Subsidiary or (ii) the failure to file or the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Issuer will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors either Issuer or any Subsidiary, provided that no Obligors neither the Issuers nor any Subsidiary of their Subsidiaries need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Issuer or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors such Obligor or any Subsidiary, provided that no Obligors Obligor nor any Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Guarantor will and will cause each of their its Material Subsidiaries to, and the Lessee to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Guarantor or any SubsidiaryMaterial Subsidiary or the Lessee, provided that no Obligors neither the Guarantor nor any Material Subsidiary need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Obligors Guarantor or such Material Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Guarantor or a Material Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Guarantor or such Material Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and or claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of either of the Obligors or any Subsidiary, of their respective Subsidiaries; provided that no Obligors neither Obligor nor any Subsidiary of their respective Subsidiaries need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Obligors such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors such Obligor or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors ADESA will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors ADESA or any Subsidiary, provided that no Obligors neither ADESA nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors ADESA or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors ADESA or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors ADESA or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Joint Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien (other than any Lien that is permitted by Section 5.02(v)) on properties or assets of the Obligors any Joint Obligor or any Subsidiary, provided that no . The Joint Obligors nor any Subsidiary will need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Obligors such Joint Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Joint Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP IFRS on the books of the Obligors such Joint Obligor or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors any Obligor or any SubsidiarySubsidiary not permitted by Section 10.4, provided that no none of the Obligors nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Obligors any Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors or such Subsidiary or (ii) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies Taxes imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Borrower or any Subsidiary, ; provided that no Obligors neither the Borrower nor any Subsidiary need to file any such returns or pay any such tax, assessment, charge, levy Tax or claim if (i) the amount, applicability or validity thereof is being contested by the Obligors Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Borrower or such Subsidiary or (ii) the non-filing of any such returns or nonpayment of all any such taxes, assessments, charges, levies Taxes and claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Parent Issuer will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Obligors Parent Issuer or any SubsidiarySubsidiary not permitted by Section 10.4, provided that no Obligors neither the Parent Issuer nor any Subsidiary need pay any such tax, assessment, charge, levy levy, or claim if (i) the amount, applicability or validity thereof is contested by the Obligors Parent Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent Issuer or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Obligors Parent Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.