Common use of Tax Returns and Payments; Pension Contributions Clause in Contracts

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions (i.e. local taxes, assessments, deposits and contributions in an aggregate amount of $25,000 or more) owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower Issuer and each of its Subsidiaries has have timely filed all required material tax returns and reportsreports (or extensions thereof), and Borrower Issuer and each of its Subsidiaries, has have timely paid all material foreign, federal, state, and local taxesTaxes, assessments, deposits and contributions owed by Borrower Issuer and such SubsidiariesSubsidiaries in an amount greater than Two Hundred Thousand Dollars ($200,000), in all jurisdictions in which Borrower Issuer or any such Subsidiary is subject to taxesTaxes, including the United StatesStates and Australia, unless such taxes Taxes are being contested in accordance with the following next sentence. Borrower Issuer and each of its Subsidiaries, may defer payment of any contested taxesTaxes, provided that Borrower Issuer or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent maintains adequate reserves or other appropriate provisions on its books in writing accordance with GAAP, and provided further that such action would not involve, in the reasonable judgment of the commencement ofRequired Purchasers, and any risk of the sale, forfeiture or loss of any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any portion of the Collateral that is other than a “Permitted Lien.” Collateral. Neither Borrower Issuer nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of BorrowerIssuer’s or such Subsidiaries’Subsidiary’s, prior tax Tax years which could result in additional taxes Taxes in an amount greater than Two Hundred Thousand Dollars ($200,000) becoming due and payable by Borrower Issuer or its Subsidiaries. Borrower Issuer and each of its Subsidiaries have paid all material amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower Issuer nor any of its Subsidiaries havehas, withdrawn from participation in, and have not has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower Issuer or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed or have timely obtained extensions for filing all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed all required tax Tax returns and reports, and Borrower and each of its Subsidiaries, has have timely paid all foreign, federal, federal and state, and local taxesall material local, assessments, deposits and contributions Taxes owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Two Hundred Thousand Dollars ($200,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxesTaxes, including the United States, unless such taxes Taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; and (b) notifies Collateral Agent maintains adequate reserves or other appropriate provisions on its books in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” accordance with GAAP. Neither Borrower nor any of its Subsidiaries is aware has knowledge of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax Tax years which could result in additional taxes Taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries havehas, withdrawn from participation in, and have not has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has Subsidiaries have timely paid all foreign, federal, state, and local taxesTaxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Ten Thousand Dollars ($10,000), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxesTaxes, including the United States, unless such taxes Taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds maintains adequate reserves or takes other appropriate provisions on its books in accordance with GAAP, provided, further, that such action would not involve, in the reasonable judgment of Collateral Agent, any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any risk of the Collateral that is other than a “Permitted Lien.” sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, Subsidiary’s prior tax Tax years which could result in additional taxes Taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has withdrawn from participation in, and have not has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required foreign, federal, state and material local tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that (a) Borrower or such Subsidiary, (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” or (b) such taxes, assessments, deposits and contributions do not, individually or in the aggregate exceed Fifty Thousand Dollars ($50,000.00). Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesSubsidiaries in excess of Fifty Thousand Dollars ($50,000.00). Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, tax deposits and tax contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Twenty-Five Thousand Dollars ($25,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid (or duly filed valid extensions in connection with) all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject except to taxes, including the United States, unless extent such taxes are being contested in accordance good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. To the following sentence. extent Borrower and each of its Subsidiaries, may defer defers payment of any contested taxes, provided that Borrower or such Subsidiary, shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required foreign, federal, state and material local tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that (a) Borrower or such Subsidiary, (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” or (b) such taxes, assessments, deposits do not, individually or in the aggregate exceed Fifty Thousand Dollars ($50,000.00). Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesSubsidiaries other than taxes in an aggregate amount of no greater than Fifty Thousand Dollars ($50,000.00). Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has Borrower’s Subsidiaries have timely paid when due and payable or duly filed valid extensions in connection with all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower. Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, Borrower’s Subsidiaries may defer payment of any contested taxes, provided that Borrower Borrower, or each such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans plans, if any, in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentencesentence or unless such unpaid state and/or local taxes do not exceed $25,000 in the aggregate. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has Subsidiaries have timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, its Subsidiaries in all jurisdictions in which Borrower or any such Subsidiary is its Subsidiaries are subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s Borrower or such any of its Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of and its Subsidiaries have, have not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Co-Borrower and each of its Subsidiaries has timely filed filed, or has obtained extensions for filing (taking into account all applicable extension periods) all required tax returns and reports, and Co-Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Co-Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject except (a) to taxes, including the United States, unless extent such taxes are being contested in accordance good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the following sentenceaggregate, exceed One Hundred Thousand Dollars ($100,000). To the extent Co-Borrower and each of its Subsidiaries, may defer defers payment of any contested taxes, provided that Co-Borrower or such Subsidiary, shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Co-Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Co-Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Co-Borrower or its Subsidiariesin excess of One Hundred Thousand Dollars ($100,000). Co-Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Co-Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesCo-Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Twenty Thousand Dollars ($20,000), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, employee payroll and benefit taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreignforeign and federal taxes, federalassessments, state, deposits and contributions (and all material state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to state and local taxes, including the United Statesassessments, deposits and contributions in an aggregate amount of $50,000 or more for Borrower and all Subsidiaries together), unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) if such contested amount is in excess of $50,000, notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan plan, in each case, which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed (i) all required federal tax returns and reports, and (ii) all required state, local, and foreign, material tax returns and reports. Subject to Borrower’s right to contest taxes in accordance with the immediately following sentence, Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local federal taxes, assessments, deposits and contributions owed by Borrower Borrower, and such Subsidiariesall state, in all jurisdictions in which Borrower or any such Subsidiary is subject to local, and foreign, material taxes, including the United Statesassessments, unless such taxes are being contested in accordance with the following sentencedeposits and contributions owed by Borrower. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent Bank in writing of the commencement of, and any material development in, the such proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower and which have not been timely discharged or its Subsidiariescontested in accordance with the immediately preceding sentence. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, or timely obtained extensions for the filing of, all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in (i) additional foreign and/or federal taxes becoming due and payable by Borrower or its Subsidiaries, or (ii) additional state and/or local taxes becoming due and payable by Borrower or its Subsidiaries in excess of [***] Dollars ($[***]) in the aggregate. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed or have timely obtained extensions for filing all required tax returns and reports, and Borrower and each of its Subsidiaries, has Subsidiaries have timely paid all foreign, federal, state, provincial and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, its Subsidiaries in all jurisdictions in which Borrower or any such Subsidiary is its Subsidiaries are subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s Borrower or such Subsidiaries’, its Subsidiaries prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of and its Subsidiaries have, have not withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed or have timely obtained extensions for filing all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless (a) such taxes are being contested in accordance with the following sentencesentence or (b) in the case of foreign, state or local taxes, if such foreign, state or local taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Seventy-Five Thousand Dollars ($75,000.00). Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesSubsidiaries in excess of Seventy-Five Thousand Dollars ($75,000.00), except to the extent that such taxes are being contested in accordance with the immediately preceding sentence. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed (or timely filed extensions to file) all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all federal, and all material foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless (a) such taxes are being contested in accordance with the following sentence, (b) in the case of foreign, state or local taxes, if such foreign, state or local taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00) or (c) disclosed on the Perfection Certificate delivered on the Effective Date in an amount not to exceed Six Hundred Fifty Thousand Dollars ($650,000.00). Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Except as disclosed on the Perfection Certificate delivered on the Effective Date, neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes in excess of Fifty Thousand Dollars ($50,000.00) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all (or properly accrued on their respective balance sheets) the minimum required funding amounts necessary to fund all each present pension, profit sharing and funded deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesSubsidiaries (other than liability for payment of benefits to plan participants in the ordinary course), including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental AuthorityAuthority other than with respect to premiums required to be paid to such Governmental Authority under applicable law.

Tax Returns and Payments; Pension Contributions. Borrower Borrower, and each of its Subsidiaries Borrower’s Subsidiaries, has timely filed all required tax returns and reports, and Borrower Borrower, and each of its Subsidiariessuch Subsidiary, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower Borrower, and each such SubsidiariesSubsidiary, in all jurisdictions in which Borrower or any Borrower, and each such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its SubsidiariesBorrower, may defer payment of any contested taxes, provided that Borrower Borrower, or each such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is not aware of any claims or adjustments proposed for any of Borrower’s, or any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower Borrower, or its any of Borrower’s Subsidiaries. Borrower Borrower, and each of its Subsidiaries have Borrower’s Subsidiaries, has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not, nor has any of its Subsidiaries haveBorrower’s Subsidiaries, withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiariesany such Subsidiary, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required federal (and all material state and local tax returns and reportsreports (or timely extensions therefor), and Borrower and each of its Subsidiaries, has timely paid all federal and all material foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesSubsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000.00). Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their material terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes (in excess of $50,000 in the aggregate) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower Each Credit Party and each of its their Subsidiaries has timely filed all required tax returns and reports, and Borrower each Credit Party and each of its their Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower Each Credit Party and each of its their Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by Borrower any Credit Party or its any of their Subsidiaries. Borrower Each Credit Party and each of its their Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower any Credit Party or its any of their Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reportsreports (except where the failure to file any such tax return or report does not result in penalties or other liabilities to Borrower in excess of, individually, Two Thousand Five Hundred Dollars ($2,500), or in the aggregate at any time, Ten Thousand Dollars ($10,000), and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for “Permitted Liens”), and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesBorrower, in all jurisdictions in which Borrower or any such Subsidiary is subject to except for taxes, including assessments, deposits and contributions that do not at any time exceed an amount of, individually, Two Thousand Five Hundred Dollars ($2,500), or in the United Statesaggregate at any time, unless Ten Thousand Dollars ($10,000) and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from such taxes are being contested in accordance with the following sentenceunpaid taxes, assessments, deposits and contributions except for “Permitted Liens”. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Ten Thousand Dollars ($10,000), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds adequate reserves or takes any other steps required to prevent appropriate provisions are maintained on the Governmental Authority levying books of such contested taxes from obtaining a Lien upon any Borrower or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of the Collateral that is other than a “Permitted Lien.” Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes in an amount greater than Ten Thousand Dollars ($10,000) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has Subsidiary have timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has Subsidiary have timely paid (i) all foreign, federal, state, foreign and federal taxes and (ii) all state and local taxes, assessments, deposits and and/or contributions in excess of Ten Thousand Dollars ($10,000.00), owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceeach Subsidiary. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, ; provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, “CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.” and any material development in, the proceedings, proceedings and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Except as disclosed in a Perfection Certificate or in any Compliance Certificate, neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions (i.e. local taxes, assessments, deposits and contributions in an aggregate amount of Twenty-Five Thousand Dollars ($25,000.00) or more) owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reportsreports or extensions thereof, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Except as set forth in Section 9(j) of Schedule A, each Borrower and each of its Subsidiaries has timely filed filed, and shall at all required times continue to timely file, all tax returns and reports, and Borrower and each of its Subsidiariesreports required by applicable law or a request for an extension thereof, has timely paid all foreign, federal, statepaid, and local shall continue to timely pay, all applicable taxes, assessments, deposits and contributions owed owing by such Borrower and will timely pay all such Subsidiaries, items in all jurisdictions in which the future as they become due and payable. Prior to the entrance by any Borrower or into any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance payment plan with the following sentenceInternal Revenue Service, the Internal Revenue Service and such Borrower shall enter into a subordination agreement with Lender in form and substance satisfactory to Lender with respect thereto. Each Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes; provided, provided that such Borrower or such Subsidiary, (ai) in good faith contests its obligation to pay the such taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (bii) notifies Collateral Agent Lender in writing of the commencement of, and any material development in, the proceedings, and ; (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that and (iv) maintains adequate reserves therefor in conformity with GAAP. Except as set forth in Section 9(j) of Schedule A, each Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of such Borrower’s or such Subsidiaries’, prior tax years which that could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. such Borrower and each shall give prompt written notice to Lender if it becomes aware of its Subsidiaries have paid any such claims or adjustments. Each Borrower has paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither no Borrower nor any of its Subsidiaries have, has withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiariessuch Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors any other governmental agency. Without the prior written consent of Lender, no Borrower will withdraw from participation in; permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could result in any liability of such Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxestaxes (other than non-material local taxes not exceeding $5,000 in the aggregate at any time), assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries Debtor has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state or local law. Debtor has timely paid, and Borrower and each of its Subsidiarieswill timely pay, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or hereafter owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceDebtor *. Borrower and each of its Subsidiaries, Debtor may defer payment of any contested taxes, taxes provided that Borrower or such Subsidiary, Debtor (ai) in good faith contests its Debtor's obligation to pay the such taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent GC in writing of the commencement of, of and any material development in, the in such proceedings, and (ciii) posts bonds or takes any other steps required to prevent the Governmental Authority levying keep such contested taxes from obtaining becoming a Lien lien against or charge upon any of the Collateral that Collateral. Debtor shall, at all times, maintain a separate payroll account which shall be used exclusively for payment of payroll and payroll taxes and other items related directly to payroll. Debtor is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, Debtor's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesDebtor. Borrower Debtor has paid, and each of its Subsidiaries have paid shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn Debtor has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesDebtor, including including, without limitation, any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.governmental agency. *(EXCEPT WHERE FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON DEBTOR AND WOULD NOT RESULT IN A LIEN ON ANY OF THE COLLATERAL, BUT ONLY SO LONG AS THE DEBTOR MAINTAINS ADEQUATE RESERVES WITH RESPECT TO SUCH LIABILITIES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED)

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, Subsidiaries has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, provided that Borrower and its Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, and/or the applicable Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such any of its Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or and/or any of its Subsidiaries. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not , nor has any of its Subsidiaries haveSubsidiaries, withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions (i.e. local taxes, assessments, deposits and contributions in an aggregate amount of $50,000 or more) owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state and local law, and Borrower and each of its Subsidiaries, has timely paid paid, and will timely pay, all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower*. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Silicon in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower**. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower. *EXCEPT FOR INADVERTENT FAILURES TO PAY ANY OF THE FOREGOING IN A TOTAL AMOUNT OF NOT MORE THAN $20,000 WHICH FAILURE IS CORRECTED WITHIN THREE BUSINESS DAYS OF ITS DISCOVERY **IN AN AMOUNT IN EXCESS OF $10,000 FOR ANY ONE CLAIM OR ADJUSTMENT OR IN AN AMOUNT IN EXCESS OF $50,000 FOR ALL SUCH CLAIMS AND ADJUSTMENTS

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be in breach of this Section 5.8 unless the aggregate amount of taxes covered by tax returns and reports that have not been timely filed or the aggregate amount of taxes that have not been timely paid in either case exceeds Twenty Five Thousand Dollars ($25,000.00).

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has Subsidiaries, have timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has have timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. As of the Effective Date, neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could would reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless (i) such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000), or (ii) such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) in the case of taxes, assessment, deposit and contributions exceeding the amount permitted under clause (i) above, notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, have withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreignforeign and federal taxes, federalassessments, state, deposits and contributions (and all material state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes i.e. all state and local taxes, including the United Statesassessments, deposits and contributions in an aggregate amount of $50,000 or more for Borrower and all Subsidiaries together), unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan plan, in each case, which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports (or timely filed extensions regarding such returns and reports), and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower (a) Each Loan Party and each of its their respective Subsidiaries has timely filed all required material tax returns and reports, and Borrower each Loan Party and each of its Subsidiaries, their respective Subsidiaries has timely paid all material foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower Loan Party or any such Subsidiary is subject except (i) with respect to taxesany Subsidiary, including where failure to do so could not reasonably be expected to result in a material adverse effect on such Subsidiary’s business or (ii) to the United States, unless extent such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware The Loan Parties are unaware of any claims or adjustments proposed for any of Borrowersuch Loan Party’s or such any of its respective Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower such Loan Party or its Subsidiariessuch Subsidiary, except, such claims or adjustments that could not reasonably be expected to result in a material adverse effect on such Loan Party’s or such Subsidiary’s business. Borrower Each Loan Party and each of its Subsidiaries have (and with respect to any plan subject to Title IV of ERISA, each of the Loan Parties’ and their respective Subsidiaries’ ERISA Affiliates) has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower no Loan Party, nor any Subsidiary nor, with respect to any such plan subject to Title IV of its Subsidiaries haveERISA, any ERISA Affiliate, has withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower such Loan Party, any of its respective Subsidiaries, or its Subsidiariesany ERISA Affiliates, as applicable, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency, except where failure to pay such amounts or such withdrawal, termination or liability could not reasonably be expected to result in a material adverse effect on such Loan Party’s, Subsidiary’s or ERISA Affiliate’s business.

Tax Returns and Payments; Pension Contributions. Borrower Each Loan Party and each of its Subsidiaries has timely filed (or filed timely extensions for) all required tax returns and reports, and Borrower each Loan Party and each of its Subsidiaries, has timely paid (or filed timely extensions for) all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower such Loan Party and such Subsidiaries, in all jurisdictions in which Borrower such Loan Party or any such Subsidiary is subject to taxes, including the United StatesStates and the United Kingdom, unless such taxes are being contested in accordance with the following sentence. Borrower Each Loan Party and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower such Loan Party or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedingsproceedings as to such tax matters with a value that would reasonably be expected to exceed Fifty Thousand Dollars ($50,000.00), and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower any Loan Party nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrowersuch Loan Party’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower such Loan Party or its Subsidiaries. Borrower Each Loan Party and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower any Loan Party nor any of its such Loan Party’s Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower any Loan Party or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. Neither any Loan Party nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and neither Parent nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed (or timely filed extensions to file) all required tax Tax returns and reports (or, in the case of Tax returns and reports which are not for federal taxes, all required material Tax returns and reports), and Borrower and each of its Subsidiaries, has timely paid all material foreign, federal, material state, and material local taxesTaxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxesTaxes, including the United States, unless (a) such taxes Taxes are being contested in accordance with the following sentencesentence or (b) in the case of non-federal material Tax returns and reports, material foreign, material state or material local Taxes, if such non-federal material Tax returns and reports, material foreign, material state or material local Taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). Borrower and each of its Subsidiaries, may defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed in writing for any of Borrower’s or such Subsidiaries’, prior tax Tax years which could result in additional taxes Taxes in excess of Twenty Five Thousand Dollars ($25,000.00) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports required by applicable law, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, statepaid, and local will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower*. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent GC in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.governmental agency. Borrower shall, at all times, maintain a separate payroll account which shall be used exclusively for payment of payroll and payroll taxes and other items related directly to payroll. *(EXCEPT WHERE FAILURE TO DO SO WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON BORROWER AND WOULD NOT RESULT IN A LIEN ON ANY OF THE COLLATERAL, BUT ONLY SO LONG AS THE BORROWER MAINTAINS ADEQUATE RESERVES WITH RESPECT TO SUCH LIABILITIES IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED)

Tax Returns and Payments; Pension Contributions. Borrower Borrower, Guarantor and each of its Subsidiaries has Subsidiary have timely filed or have obtained extensions for filing all required tax returns and reports, and Borrower Borrower, Guarantor and each of its Subsidiaries, has Subsidiary have timely paid all foreign, federal, state, provincial and local taxes, assessments, deposits and contributions owed by Borrower Borrower, Guarantor and such Subsidiaries, in all jurisdictions in which Borrower or any such each Subsidiary is subject except (a) to taxes, including the United States, unless extent such taxes are being contested in accordance good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the following sentenceaggregate, exceed Fifty Thousand Dollars ($50,000). Borrower and each of its SubsidiariesTo the extent Borrower, may defer Guarantor or any Subsidiary defers payment of any contested taxes, provided that Borrower or such Subsidiary, shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, Guarantor’s prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesGuarantor in excess of Fifty Thousand Dollars ($50,000). Each of Borrower and each of its Subsidiaries have Guarantor has paid all amounts necessary to fund all their respective present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, Guarantor has withdrawn from participation in, and have not or has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental AuthorityGuarantor.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed or filed extensions for all material required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all federal taxes, assessments, deposits and contributions and all material foreign, federal, state, and local taxes, assessments, deposits and contributions (i.e., such foreign, state, and local taxes, assessments, deposits and contributions in an aggregate amount of $25,000 or more) owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all material present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed, or timely filed for extensions, all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. As used herein, (i) “to the best knowledge of Borrower” or words of similar import mean the current, actual knowledge of Xxxx Xx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxxxx, or the Chief Legal Officer of Parent, with no requirement for diligence; (ii) “to the best knowledge of Responsible Officer” means the current, actual knowledge of the Responsible Officer, with no requirement for diligence.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all material amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. For purposes of the foregoing sentence of this Section 5.8 “material” shall mean any amount or liability, individually or in the aggregate, in excess of $100,000.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes taxes, in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate, becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower The Company and each of its Subsidiaries has have timely filed all required material tax returns and reportsreports (or extensions thereof) required to be filed by them, and Borrower the Company and each of its Subsidiaries, has have timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions Taxes owed by Borrower the Company and such SubsidiariesSubsidiaries in a cumulative amount greater than $100,000, in all jurisdictions in which Borrower the Company or any such Subsidiary is subject to taxesTaxes, including the United States, unless such taxes Taxes are being contested in accordance with the following next sentence. Borrower The Company and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxesTaxes; provided, provided however, that Borrower the Company or such Subsidiary, Subsidiary (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; and (b) notifies Collateral Agent maintains adequate reserves or other appropriate provisions on its books in writing of accordance with GAAP. Neither the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower Company nor any of its Subsidiaries is aware of any claims or adjustments proposed by any Governmental Authority in writing for any of Borrowerthe Company’s or such Subsidiaries’Subsidiary’s, prior tax Tax years which could result in additional taxes in a cumulative amount greater than $100,000 becoming due and payable by Borrower the Company or its Subsidiaries. Borrower The Company and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower the Company nor any of its Subsidiaries havehas, withdrawn from participation in, and have not has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower the Company or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than [***] Dollars ($[***]), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, taxes (including any assessments, deposits and contributions with respect to the foregoing) owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with except to the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided extent that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes in the aggregate amount of One Hundred Thousand Dollars ($100,000) or more becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. Notwithstanding anything to the contrary contained in this Section 5.8, Borrower shall not be in breach of this Section 5.8 unless the aggregate amount of taxes covered by tax returns and reports that have not been filed, together with the aggregate amount of taxes that have not been timely paid, exceeds One Hundred Thousand Dollars ($100,000.00).

Tax Returns and Payments; Pension Contributions. (a) Borrower and each of its Subsidiaries has timely filed all required material tax returns and reports, and Borrower and each of its Subsidiaries, Subsidiaries has timely paid all material foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject except (i) with respect to taxesany Subsidiary, including where failure to do so could not reasonably be expected to result in a material adverse effect on such Subsidiary’s business or (ii) to the United States, unless extent such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such any of its Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiariessuch Subsidiary, except, with respect to any Subsidiary, such claims or adjustments that could not reasonably be expected to result in a material adverse effect on such Subsidiary’s business. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, Subsidiary has withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency, except, with respect to any Subsidiary, where failure to pay such amounts or such withdrawal, termination or liability could not reasonably be expected to result in a material adverse effect on such Subsidiary’s business.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Fifty Thousand Dollars ($50,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed in writing for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. (a) Borrower and each of its Subsidiaries has have timely filed all required tax returns Tax Returns and reports, and Borrower and each of its Subsidiaries, has have timely paid all foreign, federal, state, state and local taxesTaxes, assessments, deposits and contributions owed by Borrower and such Subsidiariesowed, in all jurisdictions each case where such liability is in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceexcess of $25,000. Borrower may, and each of may allow its SubsidiariesSubsidiaries to, may defer payment of any contested taxesTaxes, provided that in the case of any contested Taxes in excess of $25,000 Borrower or such Subsidiaryits Subsidiaries, as applicable, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such its Subsidiaries’, ’ prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower or its Subsidiariespayable. Borrower and each of its Subsidiaries have paid all amounts necessary necessary, if any, to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, have not withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. (b) Neither Borrower nor any of its Subsidiaries ever has been, is, or, upon the consummation of the transactions contemplated hereby, by any other Loan Document or any related agreements, will be (i) a “passive foreign investment company” within the meaning of Section 1297 of the IRC or (ii) a “controlled foreign corporation” within the meaning of Section 957(a) of the IRC.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries Borrower’s Subsidiaries, has timely filed all required tax returns and reports, and Borrower Borrower, and each of its Subsidiariessuch Subsidiary, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower Borrower, and each such Subsidiaries, Subsidiary in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its SubsidiariesBorrower, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, its applicable Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is not aware of any claims or adjustments proposed for any of Borrower’s or such any of Borrower’s Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its any of Borrower’s Subsidiaries. Borrower and each of its Borrower’s Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not, nor have any of its Subsidiaries haveBorrower’s Subsidiaries, withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiariesany such Subsidiary, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreignxxxxxxx, federalxxxxxxx, statexxxxx, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed all required U.S. Federal and state income tax returns and reportsother material tax returns and reports (or extensions thereof), and Borrower and each of its Subsidiaries, has Subsidiaries have timely paid all foreign, federal, state, and local taxesTaxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Fifty Thousand Dollars ($50,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxesTaxes, including the United States, unless such taxes Taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds maintains adequate reserves or takes other appropriate provisions on its books in accordance with GAAP, provided, further, that such action would not involve, in the reasonable judgment of Collateral Agent, any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any risk of the Collateral that is other than a “Permitted Lien.” sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, Subsidiary’s prior tax Tax years which could result in additional taxes Taxes greater than Fifty Thousand Dollars ($50,000.00) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has withdrawn from participation in, and have not has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. (a) Borrower and each of its Subsidiaries has have timely filed filed, or submitted extensions for, all required income tax and other material tax returns and reports, and Borrower and each of its Subsidiaries, has Subsidiaries have timely paid all foreign, federal, state, state and local income taxes and other material taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject each of its Subsidiaries except (i) to taxes, including the United States, unless extent such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) notifies Collateral Agent if such taxes, assessments, deposits and contributions do not, individually or in writing of the commencement ofaggregate, and any material development inexceed Two Hundred Fifty Thousand Dollars ($250,000). Except as disclosed on the Perfection Certificate delivered by Borrower to Bank on or about the Effective Date, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, any of its Subsidiary’s prior tax years which could result in additional taxes becoming due and payable by Borrower or any of its Subsidiaries. Subsidiaries in excess of Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate. (b) Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, or have timely obtained extensions for filing, all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid or filed extensions for all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required federal, and material foreign, state and local tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all federal taxes, assessments, deposits and contributions, and material foreign, federal, state, state and local taxes, assessments, deposits and contributions contributions, owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the such proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. For the purposes of this Section 5.8, “material foreign, state and local taxes, assessments, deposits and contributions” shall mean foreign, state and local taxes, assessments, deposits and contributions exceeding in the aggregate Fifty Thousand Dollars ($50,000.00).

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state and local law, and Borrower has LOAN AND SECURITY AGREEMENT COAST BUSINESS CREDIT ------------------------------------------------------------------------- timely paid, and each of its Subsidiarieswill timely pay, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Coast in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. As of the date hereof, Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither As of the Effective Date, neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required federal, and material foreign, state and local tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all federal taxes, assessments, deposits and contributions, and material foreign, federal, state, state and local taxes, assessments, deposits and contributions contributions, owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the such proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes in excess of Fifty Thousand Dollars ($50,000.00) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesSubsidiaries in excess of Fifty Thousand Dollars ($50,000.00), including any liability in excess of Fifty Thousand Dollars ($50,000.00) to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. For the purposes of this Section 5.8, “material foreign, state and local taxes, assessments, deposits and contributions” shall mean foreign, state and local taxes, assessments, deposits and contributions exceeding in the aggregate Two Hundred Fifty Thousand Dollars ($250,000.00) in any fiscal year.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Except with respect to taxes being paid with the first advance of funds hereunder, Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state and local law, and Borrower and each of its Subsidiaries, has timely paid paid, and will timely pay, all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Coast in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. As of the date hereof, Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state and local law, and Borrower and each of its Subsidiaries, has timely paid paid, and will timely pay, all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Silicon in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing and Lenders of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds maintains adequate reserves or takes other appropriate provisions on the books of such Borrower or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of the Lenders, any other steps required to prevent risk of the Governmental Authority levying such contested taxes from obtaining a Lien upon sale, forfeiture or loss of any of the Collateral that is other than a “Permitted Lien.” Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, have withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed all required tax Tax returns and reportsreports required to be filed, and Borrower and each of its Subsidiaries, has Subsidiaries have timely paid all foreign, federal, state, and material local taxesTaxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxesTaxes, including the United States, unless such taxes Taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, Subsidiary’s prior tax Tax years which could result in additional taxes Taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, have withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. Neither Borrower nor any of its Subsidiaries is or has at any time been an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) of an occupational pension scheme which is not a money purchase scheme (both terms as defined in the Pensions Schemes Act 1993); and neither Parent nor any of its Subsidiaries is or has at any time been “connected” with or an “associate” of (as those terms are used in sections 38 and 43 of the Pensions Act 2004) such an employer.

Tax Returns and Payments; Pension Contributions. Borrower Issuer and each of its Subsidiaries has have timely filed all required tax returns and reportsreports (or extensions thereof), and Borrower Issuer and each of its Subsidiaries, has have timely paid all foreign, federal, state, and local taxesTaxes, assessments, deposits and contributions owed by Borrower Issuer and such SubsidiariesSubsidiaries in a cumulative amount greater than One Hundred Thousand Dollars ($100,000), in all jurisdictions in which Borrower Issuer or any such Subsidiary is subject to taxesTaxes, including the United States, unless such taxes Taxes are being contested in accordance with the following next sentence. Borrower Issuer and each of its Subsidiaries, may defer payment of any contested taxesTaxes, provided that Borrower Issuer or such Subsidiary, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent maintains adequate reserves or other appropriate provisions on its books in writing accordance with GAAP, and provide that such action would not involve, in the reasonable judgment of the commencement ofRequired Purchasers, and any risk of the sale, forfeiture or loss of any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any portion of the Collateral that is other than a “Permitted Lien.” Collateral. Neither Borrower Issuer nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of BorrowerIssuer’s or such Subsidiaries’Subsidiary’s, prior tax Tax years which could result in additional taxes in a cumulative amount greater than One Hundred Thousand Dollars ($100,000) becoming due and payable by Borrower Issuer or its Subsidiaries. Borrower Issuer and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower Issuer nor any of its Subsidiaries havehas, withdrawn from participation in, and have not has permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower Issuer or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be in breach of this Section 5.8 unless the aggregate amount of taxes covered by tax returns and reports that have not been timely filed or the aggregate amount of taxes that have not been timely paid in either case exceeds Fifteen Thousand Dollars ($15,000.00).

Tax Returns and Payments; Pension Contributions. (a) Borrower and each of its Subsidiaries has have timely filed all required tax returns Tax Returns and reports, and Borrower and each of its Subsidiaries, has have timely paid (after giving effect to any duly filed extension) all foreign, federal, state, state and local taxes, Taxes due and payable and all assessments, deposits and contributions owed by Borrower and such Subsidiariesowed, in all jurisdictions each case where such liability is in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceexcess of $25,000. Borrower may, and each of may allow its SubsidiariesSubsidiaries to, may defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiaryits Subsidiaries, as applicable, (a) in good faith contests its obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither ”. Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s 's or such its Subsidiaries’, ’ prior tax years which could result in additional taxes Taxes in excess of $25,000 becoming due and payable by Borrower or its Subsidiariespayable. Borrower and each of its Subsidiaries have paid all amounts necessary necessary, if any, to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, have not withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. (b) Neither Borrower nor any of its Subsidiaries ever has been, is, or, upon the consummation of the transactions contemplated hereby, by any other Loan Document or any related agreements, will be (i) a “passive foreign investment company” within the meaning of Section 1297 of the IRC or (ii) a “controlled foreign corporation” within the meaning of Section 957(a) of the IRC.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, (a) except if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Ten Thousand Dollars ($10,000.00) or (b) unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, ’ prior tax years which could result in additional taxes (in an amount greater than One Hundred Thousand Dollars ($100,000.00)) becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, each such tax return is true, correct and complete in all material respects, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than Fifty Thousand Dollars ($50,000), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds adequate reserves or takes any other steps required to prevent appropriate provisions are maintained on the Governmental Authority levying books of such contested taxes from obtaining a Lien upon any Borrower or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of the Collateral that is other than a “Permitted Lien.” Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower (a) Each Loan Party and each of its their respective Subsidiaries has timely filed all required material tax returns and reports, and Borrower each Loan Party and each of its Subsidiaries, their respective Subsidiaries has timely paid all material foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower Loan Party or any such Subsidiary is subject except to taxes, including the United States, unless extent such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware The Loan Parties are unaware of any claims or adjustments proposed for any of Borrowersuch Loan Party’s or such any of its respective Subsidiaries’, ’ prior tax years which could result in additional material taxes becoming due and payable by Borrower such Loan Party or its Subsidiariessuch Subsidiary. Borrower Each Loan Party and each of its Subsidiaries have (and with respect to any plan subject to Title IV of ERISA, each of the Loan Parties’ and their respective Subsidiaries’ ERISA Affiliates) has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower no Loan Party, nor any Subsidiary nor, with respect to any such plan subject to Title IV of its Subsidiaries haveERISA, any ERISA Affiliate, has withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower such Loan Party, any of its respective Subsidiaries, or its Subsidiariesany ERISA Affiliates, as applicable, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency, except where failure to pay such amounts or such withdrawal, termination or liability could not reasonably be expected to result in a material adverse effect on such Loan Party’s, Subsidiary’s or ERISA Affiliate's business.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state or local law. Borrower has timely filed, and Borrower and each of its Subsidiarieswill timely file, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or hereafter owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, taxes provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the such taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent CoastFed in writing of the commencement of, of and any material development in, the in such proceedings, and (ciii) posts bonds or takes any other steps required to prevent the Governmental Authority levying keep such contested taxes from obtaining becoming a Lien lien against or charge upon any of the Collateral that or other properties of Borrower. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower. Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including including, without limitation, any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. When requested, Borrower will furnish CoastFed with proof satisfactory to CoastFed of Borrower's making the payment or deposit of all such taxes and contributions, such proof to be delivered within five (5) days after the due date established by law for each such payment or deposit. If Borrower fails or is unable to pay or deposit such taxes or contributions, CoastFed may, but is not obligated to, pay the same and treat all such advances as additional Obligations of Borrower. Such advances shall bear interest at the highest interest rate applicable to any of the Obligations.

Tax Returns and Payments; Pension Contributions. Borrower Each Loan Party and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower each Loan Party and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower such Loan Party and such SubsidiariesSubsidiaries in an amount greater than Fifty Thousand Dollars ($50,000.00), in all jurisdictions in which Borrower any such Loan Party or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower Each Loan Party and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower such Loan Party or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds adequate reserves or takes any other steps required to prevent appropriate provisions are maintained on the Governmental Authority levying books of such contested taxes from obtaining a Lien upon any Loan Party or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of the Collateral that is other than a “Permitted Lien.” Neither Borrower Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral. No Loan Party nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of BorrowerLoan Party’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower any Loan Party or its Subsidiaries. Borrower Each Loan Party and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower no Loan Party nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower such Loan Party or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has have timely filed or have timely obtained extensions for filing all required tax returns and reports, and Borrower and each of its Subsidiaries, has have timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, Subsidiaries has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceit. Borrower and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower or such Subsidiary, Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent HSBC in writing of the commencement of, and any material development in, the proceedings, (c) takes proper reserves, and (cd) posts bonds or takes any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, its prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiariessuch Subsidiary. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiariessuch Subsidiary, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in material additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan plan, in each case which could reasonably be expected to result in any material liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required foreign, federal, state and material local tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, either (i) (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” or (ii) or such foreign, state or local taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00). Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesSubsidiaries in excess of One Hundred Thousand Dollars ($100,000.00). Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed or filed extensions for all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and material local taxes, assessments, deposits and contributions (i.e. local taxes, assessments, deposits, and contributions in an aggregate amount of $50,000 or more) owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Each Borrower and each of its Subsidiaries Guarantor has timely filed all required tax returns and reports, and each Borrower and each of its Subsidiaries, Guarantor has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject Guarantor where the failure to taxes, including the United States, unless such taxes are being contested file or pay could reasonably be anticipated to result in accordance with the following sentencea Material Adverse Change. A Borrower and each of its Subsidiaries, or Guarantor may defer payment of any contested taxes, provided that such Borrower or such Subsidiary, Guarantor (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Neither Borrower Borrowers nor any of its Subsidiaries is Guarantors are aware of any claims or adjustments proposed for any of Borrower’s Borrowers’ or such Subsidiaries’, Guarantors’ prior tax years which could result in additional taxes becoming due and payable by Borrower Borrowers or its SubsidiariesGuarantors. Each Borrower and each of its Subsidiaries have Guarantor has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower Borrowers nor any of its Subsidiaries have, Guarantor have withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower or its SubsidiariesGuarantor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such SubsidiariesSubsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000.00), in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, proceeding; and (c) posts bonds adequate reserves or takes any other steps required to prevent appropriate provisions are maintained on the Governmental Authority levying books of such contested taxes from obtaining a Lien upon any Borrower or Subsidiary, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of the Collateral that is other than a “Permitted Lien.” Agent, any risk of the sale, forfeiture or loss of any material portion of the Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries Parent has timely filed filed, and will timely file, all required tax returns except where failure to file would not reasonably be expected to cause a Material Adverse Change and reports, and Borrower and each of its Subsidiaries, Parent has timely paid paid, and will timely pay, all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and Parent on a consolidated basis, except where such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to unpaid taxes, including assessment, deposits and contributions do not exceed $100,000 in the United Statesaggregate and either: (y) cannot result in the imposition of a lien over such Borrower’s assets or (z) cannot result in a Material Adverse Change. Notwithstanding the foregoing, unless such taxes are being contested in accordance with the following sentence. either Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that such Borrower or such Subsidiary, (ai) in good faith contests its such Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Silicon in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of such Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by such Borrower or its Subsidiariesin an amount that could reasonably be expected to cause a Material Adverse Change. Each Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither each Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of such Borrower or its Subsidiariesin an amount that could reasonably be expected to cause a Material Adverse Change, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Each Note Party and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower each Note Party and each of its Subsidiaries, Subsidiaries has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower any Note Party or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceof its Subsidiaries. Borrower Each Note Party and each of its Subsidiaries, Subsidiaries may defer payment of any contested taxes, provided that Borrower such Note Party or such Subsidiary, Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Note Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps steps, if any, required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries ”. Each Issuer is aware unaware of any claims or adjustments proposed for any of Borrower’s or such the Note Parties’ and any of their Subsidiaries’, ’ prior tax years which could result in additional taxes becoming due and payable by Borrower or its the Note Parties and their Subsidiaries. Borrower Each Note Party and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower none of the Note Parties nor any of its their Subsidiaries have, has withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower any Note Party or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed filed, and will timely file, all required tax returns and reportsreports *, and Borrower and each of its Subsidiaries, has timely paid paid, and will timely pay, all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence**. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxesTaxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes Taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Silicon in writing of the commencement of, and any material development in, the proceedingsproceedings ***, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes Taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.governmental agency. * (OTHER THAN SUCH RETURNS AND REPORTS THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE IMMATERIAL) ** (COLLECTIVELY, "TAXES") (OTHER THAN SUCH TAXES THAT, INDIVIDUALLY OR IN THE AGGREGATE, ARE IMMATERIAL) *** (EXCEPT SOLELY IF AND TO THE EXTENT PROVIDING SUCH INFORMATION WOULD WAIVE BORROWER'S ATTORNEY-CLIENT PRIVILEGE)

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed or has obtained extensions for filing (taking into account all applicable extension periods) all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, state and local taxes, assessments, deposits and contributions owed by Borrower (in the case of state and such Subsidiarieslocal taxes, in all jurisdictions in of which Borrower is aware or any such Subsidiary is subject should be aware), except (a) to taxes, including the United States, unless extent such taxes are being contested in accordance good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the following sentenceaggregate, exceed One Hundred Thousand Dollars ($100,000). To the extent Borrower and each of its Subsidiaries, may defer defers payment of any contested taxes, provided that Borrower or such Subsidiary, shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the Governmental Authority governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower and each of its Subsidiaries have has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.

Tax Returns and Payments; Pension Contributions. Where the failure to do so by Borrower and each of its Subsidiaries would result in a Material Adverse Effect, Borrower has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, federal, state and local law, and Borrower and each of its Subsidiaries, has timely paid paid, and will timely pay, all foreign, federal, state, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentenceBorrower. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Collateral Agent Coast in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral. As of the date hereof, Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware unaware of any material claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn has not and will not withdraw from participation in, and have not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed or has timely obtained extensions for filing all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiariesreports required by applicable law, has timely paid all foreign, federal, state, and local applicable taxes, assessments, deposits and contributions owed owing by Borrower and will timely pay all such Subsidiariesitems in the future as they became due and payable. In addition, in Borrower will pay any and all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United Statesincluding, unless such without limitation, withholding taxes are being contested which may be imposed upon Lender on account of Borrower's or Borrower's Affiliates' operations in accordance with the following sentenceCanada. Borrower and each of its Subsidiariesmay, may however, defer payment of any contested taxes; PROVIDED, provided that Borrower or such Subsidiary, (ai) in good faith contests its Borrower's obligation to pay the such taxes by appropriate proceedings promptly and diligently instituted and conducted, ; (bii) notifies Collateral Agent Lender in writing of the commencement of, and any material development in, the proceedings, and ; (ciii) posts bonds or takes any other steps required to prevent keep the Governmental Authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that and (iv) maintains adequate reserves therefor in conformity with GAAP. Borrower is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware BANC OF AMERICA COMMERCIAL FUNDING LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------ unaware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, 's prior tax years which could result in additional taxes becoming due and payable by Borrower or its SubsidiariesBorrower. Borrower has paid, and each of its Subsidiaries have paid shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, has not withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its SubsidiariesBorrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authoritygovernmental agency.