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

Tax Returns and Payments; Pension Contributions. Each Credit Party has timely filed all tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party has timely paid all foreign, federal, state and local Taxes owed by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred payment of any contested Taxes other than contested Taxes with respect to which such Credit Party (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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. No Credit Party is aware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s prior tax years which could result in additional Taxes becoming due and payable by any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISA.

Tax Returns and Payments; Pension Contributions. Each Credit Party Except to the extent contested pursuant to the next sentence, Borrower has timely filed filed, and will timely file, all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any other than such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess ofreturns and reports that, individually or in the aggregate at any time for all of the Credit Partiesaggregate, Twenty Thousand Dollars ($20,000are immaterial), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions now or in the future owed by Borrower (other than such Credit Partytaxes, except for (1) such Taxes that do not at any time exceed an amount ofassessments, deposits and contributions that, individually or in the aggregate for all of the Credit Partiesaggregate, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentenceare immaterial). Borrower may, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxeshowever, except for Permitted Liens. No Credit Party has deferred defer payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, provided that Borrower (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 Agent Silicon in writing of the commencement of, and any material development in, the proceedingsany such proceedings involving more than $50,000, 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. As of the date of this Agreement and except as set forth on Schedule 2 to this Agreement, Borrower is other than a Permitted Lien. No Credit Party is aware unaware of any claims or SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. 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 Borrower has not and will not withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Except as set forth in the Perfection Certificate, as of the Effective Date, Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Five Thousand Dollars ($5,000.00). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably 5741777v2 be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.”

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000extensions therefor), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid (or timely filed extensions for) for all other foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes or has a tax matter that exceeds Two Hundred Fifty Thousand Dollars (a$250,000), Borrower shall (i) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed [***] Dollars ($[***]). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes in excess of [***] Dollars (a$[***]), Borrower shall (i) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. No Credit Party Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of [***] Dollars ($[***]). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any material liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed or has obtained extensions for filing (taking into account all applicable extension periods) all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit PartyBorrower (in the case of state and local taxes, of which Borrower is aware or should be aware), except for (1a) to the extent such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed One Hundred Thousand Dollars ($100,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000.00). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could reasonably be expected to result in additional Taxes taxes becoming due and payable by any Credit Party. No Credit Party nor any trade Borrower in excess of One Hundred Thousand Dollars ($100,000.00), other than those being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986other appropriate provision, if any, as amended (shall be required in conformity with GAAP shall have been made therefor. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the “Internal Revenue Code”) (and Sections 414(m) and (o) occurrence of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof aggregate, exceed Twenty Five Hundred Dollars ($2,500), or (c) sales taxes owed by Envision Construction in accordance an aggregate amount not to exceed Thirty Seven Thousand Dollars ($37,000) with the immediately succeeding sentence, and there are respect to which no Liens on any Collateral in favor exist as a result of a Governmental Authority resulting from such unpaid Taxes, except for Permitted LiensIndebtedness. No Credit Party has deferred To the extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a "Permitted Lien. No Credit Party ." Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Twenty Five Hundred Dollars ($2,500). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed filed, and will timely file, all tax returns Non-trivial required Tax Returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess ofreports, individually and Borrower has timely paid, and will timely pay, all Non-trivial Taxes now or in the aggregate at any time for all of future owed by Borrower. So long as no Default has occurred and so long as the Credit Parties, Twenty Thousand Dollars ($20,000), and there are no Liens on the Collateral in favor filing of a Governmental Authority resulting from the failure to file lien or taking of Collateral has not been noticed or is not reasonably imminent, PFG will deem any such tax return or report except for Permitted Liens)amounts aggregating less than $50,000 to be Trivial. Each Credit Party has timely paid all foreignNotwithstanding the foregoing, federal, state and local Borrower may defer pay­ment of Taxes owed which are contested by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested Borrower in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred payment of any contested Taxes other than contested Taxes with respect to which such Credit Party (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted insti­tuted and conducted, and (bii) notifies Agent PFG in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other such steps required as are reasonably necessary to prevent the Governmental Authority levying ensure such contested Taxes from obtaining do not result in a recorded Lien upon or seizure of any of the Collateral that Collateral. Borrower is other than a Permitted Lien. No Credit Party is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could result in additional Taxes becoming due and payable by Borrower. 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 Borrower has not and will not withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, in­cluding any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAGovernmental Body.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside made therefor, (b) for such taxes, assessments, deposits and contributions disclosed in the Perfection Certificate delivered on the Books thereof Effective Date, or (c) if such taxes, assessments, deposits and contributions do not, individually or in accordance with the immediately succeeding sentenceaggregate, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liensexceed Twenty Five Thousand Dollars ($25,000). No Credit Party has deferred To the extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could reasonably be expected to result in additional Taxes taxes becoming due and payable by any Credit Party. No Credit Party nor any trade or business Borrower in excess of Twenty Five Thousand Dollars (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m$25,000) and (o) except as disclosed in the Perfection Certificate delivered on the Effective Date. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party has The Company and each of its Subsidiaries have timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000extensions thereof), and there are no Liens on the Collateral in favor Company and each of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party has its Subsidiaries have timely paid all foreign, federal, state state, and local Taxes Taxes, assessments, deposits and contributions owed by the Company and such Credit Party, except for (1) such Taxes that do not at any time exceed an Subsidiaries in a cumulative amount of, individually or in the aggregate for all of the Credit Parties, Twenty greater than One Hundred Thousand Dollars ($20,000) 100,000), in all jurisdictions in which the Company or any such Subsidiary is subject to Taxes, including the United States and (2) Canada, unless such Taxes are being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding next sentence. The Company and each of its Subsidiaries, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred may defer payment of any contested Taxes other than contested Taxes with respect to which Taxes, provided that the Company or such Credit Party Subsidiary, (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, ; and (b) notifies Agent maintains adequate reserves or other appropriate provisions on its books in writing of accordance with IFRS. 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 Company nor any of the Collateral that is other than a Permitted Lien. No Credit Party its Subsidiaries is aware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyCompany’s or such Subsidiary’s, prior tax Tax years which could result in additional Taxes taxes in a cumulative amount greater than One Hundred Thousand Dollars ($100,000) becoming due and payable by any Credit Partythe Company or its Subsidiaries. No Credit Party 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 the Company nor any trade of its Subsidiaries has withdrawn from participation in, has permitted partial or business (whether complete termination of, or not incorporated) that is under common control has permitted the occurrence of any other event with respect to, any Credit Party within the meaning of Section 414(b) or (c) such plan which could reasonably be expected to result in any liability of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) Company or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAits Subsidiaries.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state state, provincial, and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Three Hundred Thousand Dollars ($300,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent notify Lender 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Three Hundred Thousand Dollars ($300,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of any Credit Party other similar or ERISA Affiliate from analogous entity or Governmental Authority in any multiemployer plan as defined in Section 4001(a)(3) of ERISAapplicable jurisdiction, and no Credit Party or ERISA Affiliate has incurred their respective successors. Borrower does not have, sponsor, administer, contribute to, participate in, or assume any liability (including any contingent liability) under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISADefined Benefit Plan.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed or has obtained extensions for filing all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)by Borrower, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid or has obtained extensions for all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not exceed One Hundred Thousand Dollars ($100,000) individually or in the Books thereof in accordance with aggregate. To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies notify Agent 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of One Hundred Thousand Dollars ($100,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal its successors or any other governmental agency in excess of any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA One Hundred Thousand Dollars (other than with respect to any “standard termination” under Section 4041(b) of ERISA$100,000). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISA.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required with respect to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all payment obligations of the Credit Parties, Twenty Borrower exceeding One Hundred Thousand Dollars ($20,000100,000), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or Borrower in the aggregate for all excess of the Credit Parties, Twenty One Hundred Thousand Dollars ($20,000100,000) and (2) except to the extent such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor. To the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by any Credit PartyBorrower in excess of One Hundred Thousand Dollars ($100,000). No Credit Party nor any trade or business Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms except where the failure to do so would not result in a funding deficiency in an aggregate amount exceeding One Hundred Thousand Dollars (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA$100,000), whether and Borrower has not withdrawn from participation in, and has not permitted partial or not waivedcomplete termination of, no Credit Party or ERISA Affiliate has incurred liability 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, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined other governmental agency, in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA an amount greater than One Hundred Thousand Dollars (other than with respect to any “standard termination” under Section 4041(b) of ERISA$100,000). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISA.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than taxes, Borrower shall (i) if such contested Taxes with respect to which such Credit Party amount is in excess of Twenty Five Thousand Dollars (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted$25,000.00), (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could result in additional Taxes taxes, individually or in the aggregate in an amount greater than Twenty Five Thousand Dollars ($25,000.00) becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor other event with respect to, any trade or business such plan which could reasonably be expected to result in any liability of Borrower in excess of Twenty Five Thousand Dollars (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA$25,000.00), whether or not waived, no Credit Party or ERISA Affiliate has incurred including any liability with respect in excess of Twenty Five Thousand Dollars ($25,000.00) to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, other governmental agency. Confidential and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA)Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISATHE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns or tax extensions and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return return, extension or report does not result in penalties or other liabilities to the Credit Parties Borrower in excess of, individually or in the aggregate at any time for all of the Credit Partiestime, Twenty Thousand Dollars ($20,000), 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 return, extension or report except for “Permitted Liens”). Each Credit Party has , and Borrower and its Subsidiaries have timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit PartyBorrower, except for (1) such Taxes taxes, assessments, deposits and contributions that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Partiesaggregate, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from such unpaid Taxestaxes, assessments, deposits and contributions except for “Permitted Liens”. No Credit Party has deferred Borrower may defer payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, provided, however, that Borrower (a) in good faith contests its obligation to pay the Taxes taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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”. No Credit Party Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and material local Taxes taxes, assessments, deposits and contributions owed by Borrower except to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor. To the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes in an amount in excess of $100,000, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) 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. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes in an amount in excess of $100,000 becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower in an amount in excess of $100,000, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Subject to Section 6.14(e) hereof, Borrower has timely filed all required tax returns and reports, except for returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does for taxes, assessments, deposits and contributions in an aggregate amount not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty exceeding Twenty-Five Thousand Dollars ($20,00025,000.00), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit PartyBorrower, except for (1) such Taxes that do taxes, assessments, deposits and contributions in an aggregate amount not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty exceeding Twenty-Five Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens25,000.00). No Credit Party has deferred Borrower may defer payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, provided that Borrower (a) in good faith contests its obligation to pay the Taxes taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a Permitted Lien. No Credit Party Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could would reasonably be expected to result in additional Taxes taxes becoming due and payable by any Credit PartyBorrower. No Credit Party nor any trade or business Borrower (whether or not incorporatedx) that is under common control has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986their terms, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”y) has failed to satisfy not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the “minimum funding standards” (as defined in Section 412 occurrence of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability any other event with respect to, any such plan which would reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISAother governmental agency, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect except where Borrower’s failure to the termination of any employee pension benefit plan subject do so would not reasonably be expected to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAhave a material adverse effect on Borrower’s business.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state state, provincial, and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Three Hundred Thousand Dollars ($300,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Three Hundred Thousand Dollars ($300,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of any Credit Party other similar or ERISA Affiliate from analogous entity or Governmental Authority in any multiemployer plan as defined in Section 4001(a)(3) of ERISAapplicable jurisdiction, and no Credit Party or ERISA Affiliate has incurred their respective successors. Borrower does not have, sponsor, administer, contribute to, participate in, or assume any liability (including any contingent liability) under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISADefined Benefit Plan.

Tax Returns and Payments; Pension Contributions. Each Credit Party The Issuer is not a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the IRC. Except as set forth in Section 5.8 of the Disclosure Schedule, the Issuer has timely filed (taking into account valid extensions to file) all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Issuer has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Issuer except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed $150,000. To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Issuer defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Issuer shall (ai) in good faith contests its obligation to pay notify the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Administrative Agent in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps reasonably required to prevent the Governmental Authority governmental authority levying such contested Taxes taxes from obtaining a Lien upon any of the Collateral that is more than $150,000 (other than a Permitted Lien). No Credit Party Issuer is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyIssuer’s prior tax years which could result in additional Taxes taxes becoming due and payable by Issuer in excess of $150,000. Issuer has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Issuer has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any material liability of Issuer, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partyassessments, except for (1) such Taxes that do not at any time exceed an amount ofdeposits, individually or in the aggregate for all of the Credit Partiescontributions, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed One Hundred Fifty Thousand Dollars ($150,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of One Hundred Fifty Thousand Dollars ($150,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party and its Restricted Subsidiaries has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess ofreports, individually or in the aggregate at any time for all of the Credit Partiesand, Twenty Thousand Dollars ($20,000), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for those Taxes that are subject to a Permitted Liens). Each Contest, each Credit Party and its Restricted Subsidiaries has timely paid all foreign, federal, state and material local Taxes Taxes, assessments, deposits and contributions owed by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually Party or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof Restricted Subsidiary. Other than as disclosed to Agent in accordance with the immediately succeeding sentenceSection 6.2, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred payment of any contested Taxes other than contested Taxes with respect to which such Credit Party (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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. No Credit Party is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s prior tax years of any Credit Party or any of its Restricted Subsidiaries which could result in additional Taxes becoming due and payable by any such Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) IRC (and Sections 414(m) and (o) of the Internal Revenue Code IRC for purposes of the provisions relating to Section 412 of the Internal Revenue CodeIRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (a) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate with respect to any Pension Plan, (b) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any multiemployer plan Pension Plan or incurred a cessation of operations that is treated as defined in Section 4001(a)(3a withdrawal, (c) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” for PBGC premiums due but not delinquent under Section 4041(b) 4007 of ERISA). No , (d) has had any “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day thirty (30)-day notice requirement is waived) has occurred occur with respect to any employee pension benefit plan subject Pension Plan or (e) failed to maintain (i) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of Title IV ERISA, the IRC and other federal or state laws, and (ii) the tax qualified status of ERISAeach plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state state, provincial, territorial, and local Taxes taxes, assessments, deposits and contributions owed by Borrower except to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Five Thousand Dollars ($5,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conductedtaxes, (b) notifies Agent Borrower shall notify Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts post bonds or takes take 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. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party other governmental agency. Borrower does not maintain or ERISA Affiliate from any multiemployer contribute to and has never maintained or contributed to a plan as that contains a “defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable eventprovision” as defined in Section 4043(c) of ERISA the Income Tax Act (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISACanada).

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all income tax and other material required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party each Borrower has timely paid all income tax and other material foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit Party, Borrower except for (1) to the extent such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor. To the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on extent any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred Borrower defers payment of any contested Taxes other than contested Taxes with respect to which taxes, such Credit Party Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Except as disclosed in the Perfection Certificates, no Borrower is aware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Partysuch Borrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by any Credit Partysuch Borrower. No Credit Party nor any trade or business (whether or not incorporated) that is under common control Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISAtheir terms, and no Credit Party Borrower has withdrawn from participation in, and has not permitted partial or ERISA Affiliate has incurred 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 under Title IV of ERISA with respect such Borrower, including any liability to the termination of Pension Benefit Guaranty Corporation or its successors or any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000extensions therefor), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid (or timely filed extensions for) all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes or has a tax matter that exceeds Two Hundred Fifty Thousand Dollars (a$250,000), Borrower shall (i) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies notify Agent 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Two Hundred Fifty Thousand Dollars ($250,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and material local Taxes taxes, assessments, deposits and contributions owed by Borrower except to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor. To the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes in an amount in excess of $100,000, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) 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. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could result in additional Taxes taxes in an amount in excess of $100,000 becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower in an amount in excess of $100,000, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party each Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted LiensBorrower. No Credit Party has deferred Each Borrower may defer payment of any contested Taxes other than contested Taxes with respect to which taxes, provided that such Credit Party Borrower (a) in good faith contests its obligation to pay the Taxes taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. No Credit Party Each Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Partysuch Borrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by such Borrower. With respect to any Credit Party. No Credit Party nor Plan that is maintained or contributed to by any trade Borrower: (a) no “accumulated funding deficiency” as defined in Code §412 or business (ERISA §302 has occurred, whether or not incorporatedthat accumulated funding deficiency has been waived; (b) that is under common control with no Reportable Event (as defined by ERISA) has occurred other than events for which reporting has been waived; (c) no termination of any Credit Party Plan has occurred; (d) no Borrower has incurred a “complete withdrawal” within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” §4203 from any Multi-employer Plan (as defined in Section 412 of or Section 302 of by ERISA), whether or not waived, ; (e) no Credit Party or ERISA Affiliate Borrower has incurred liability with respect to a “partial withdrawal” within the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV meaning of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than §4205 with respect to any Multi-employer Plan; (f) no Multi-employer Plan to which any Borrower has an obligation to contribute is in “standard terminationreorganization” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) within the meaning of ERISA (or the regulations issued thereunder) (other than an event for which the 30§4241 nor has notice been received by any Borrower that such a Multi-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAemployer Plan will be placed in “reorganization”.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000obtained valid extensions therefor), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could reasonably be expected to result in additional Taxes taxes becoming due and payable by Borrower in excess of One Hundred Twenty-Five Thousand Dollars ($125,000.00) individually or in the aggregate. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party has timely filed all required material tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each each Credit Party has timely paid all material foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit PartiesParties except (a) to the extent such taxes, Twenty Thousand Dollars ($20,000) assessments, deposits, contributions, tax returns, and (2) such Taxes reports are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, or become the subject of a voluntary disclosure or other negotiation proceeding instituted and conducted for which adequate reserves by a Credit Party, so long as in all cases such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on the Books thereof in accordance with the immediately succeeding sentencemade therefor, or (b) if such taxes, assessments, deposits, contributions, tax returns, and there are no Liens on reports do not, individually or in the aggregate, exceed or involve an amount in excess of Twenty-Five Thousand Dollars ($25,000.00). To the extent any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No .” Except with respect to taxes which Borrower would expect the applicable Credit Party to contest in good faith or make subject to a voluntary disclosure or other negotiation proceeding, Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Party for any prior tax years which could would reasonably be expected to result in additional Taxes taxes becoming due and payable by any the Credit PartyParties in excess of Twenty-Five Thousand Dollars ($25,000.00). No Each Credit Party nor any trade or business (whether or not incorporated) that is under common control has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISAtheir terms, and no Credit Party has withdrawn from participation in, and has not permitted partial or ERISA Affiliate has incurred complete termination of, or permitted the occurrence of any liability under Title IV of ERISA other event with respect to the termination of to, any employee pension benefit such plan which is subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISA, which would reasonably be expected to result in any liability of any Credit Party, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed filed, or has obtained extensions for filing, all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Fifty Thousand Dollars ($50,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies notify Collateral Agent 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, provincial, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed One Hundred Thousand Dollars ($100,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit Party’s Borrower's prior tax years which could reasonably be expected to result in additional Taxes taxes becoming due and payable by Borrower in excess of One Hundred Thousand Dollars ($100,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Loan Party and each of their respective Subsidiaries has timely filed filed, or timely obtained extensions for the filing of, all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)extensions thereof, and there are no Liens on the Collateral in favor each Loan Party and each of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party their respective Subsidiaries, has timely paid all foreign, federal, material state and local Taxes taxes, assessments, deposits and contributions owed by each Loan Party and such Credit PartySubsidiaries, except for (1) in all jurisdictions in which each Loan Party or any such Taxes Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence; provided that do not at any time state and local taxes shall be deemed material to the extent that they exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Five Thousand Dollars ($20,00025,000) in the aggregate. Each Loan Party and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentenceeach of their respective Subsidiaries, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred may defer payment of any contested Taxes other than contested Taxes with respect to which taxes, provided that such Credit Loan Party 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. .” No Credit Loan Party nor any of their respective Subsidiaries is aware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit such Loan Party’s or such Subsidiaries’, prior tax years which could result in (i) additional Taxes foreign and/or federal taxes becoming due and payable by any Credit Partysuch Loan Party or such Subsidiaries, or (ii) additional state and/or local taxes becoming due and payable by such Loan Party or such Subsidiaries in excess of Twenty Five Thousand Dollars ($25,000) in the aggregate. No Credit Each Loan Party and their respective Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and no Loan Party nor any trade of their respective Subsidiaries have, withdrawn from participation in, and have not permitted partial or business (whether complete termination of, or not incorporated) that is under common control permitted the occurrence of any other event with respect to, any Credit Party within the meaning such plan which could reasonably be expected to result in any liability of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit any Loan Party or ERISA Affiliate has incurred any of their respective Subsidiaries, including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Five Hundred Thousand Dollars ($500,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other tax in an amount greater than contested Taxes with respect to which such Credit Party Five Hundred Thousand Dollars (a$500,000) individually or in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conductedaggregate, Borrower shall (bi) notifies notify Agent in writing of the commencement of, and any material development in, the proceedings, proceedings and (cii) posts post bonds or takes take 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. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Five Hundred Thousand Dollars ($500,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Except as noted on the Perfection Certificate, as of the Effective Date, Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where or obtained the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000appropriate extensions therefor), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Fifty Thousand Dollars ($50,000.00). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Fifty Thousand Dollars ($50,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms and, if applicable, has made the proper reserves in its financial statements therefor in accordance with GAAP, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state state, provincial, and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Two Hundred-Fifty Thousand Dollars ($250,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Two Hundred-Fifty Thousand Dollars ($250,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed or has obtained extensions for filing (taking into account all applicable extension periods) all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit PartyBorrower (in the case of state and local taxes, of which Borrower is aware or should be aware), except for (1a) to the extent such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed One Hundred Thousand Dollars ($100.000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)extensions thereof, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Fifty Thousand Dollars ($50,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party has Borrower and its Subsidiaries have timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted LiensBorrower. No Credit Party has deferred Borrower may defer payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, provided that Borrower (a) in good faith contests its obligation to pay the Taxes taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. No Credit Party Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by any Credit Party. No Credit Party nor any trade or business Borrower in the aggregate in excess of: (whether or not incorporatedy) that is under common control with any Credit Party within Two Hundred Fifty Thousand Dollars ($250,000.00) plus (z) the meaning lesser of Section 414(b(i) or Two Hundred Fifty Thousand Dollars (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m$250,000.00) and (oii) the amount of additional taxes becoming due and payable by Borrower in connection with the Internal Revenue Code for purposes contested taxes set forth on Schedule 5.9 attached hereto. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)reports, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Borrower except to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly and diligently instituted and conducted for which adequate reserves have been set aside on the Books thereof in accordance with applicable law, 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 immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent the payment of any duly assessed and payable taxes is deferred by Borrower as a result of such taxes being contested Taxes other than contested Taxes with respect to which such Credit Party by Borrower, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Other than as set forth in the Perfection Certificate, Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyBorrower’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and SimilarWeb – Loan and Security Agreement deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports required to be (or filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess ofvalid extensions, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000related thereto), and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Borrower has timely paid all foreign, federal, federal and state and all material foreign and local Taxes taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with IRS Guidelines shall have been set aside on made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed Fifty Thousand Dollars ($50,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent notify Lender 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 taxes from obtaining a Lien upon any of the Collateral that is other than a Permitted Lien. No Credit Party Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyXxxxxxxx’s prior tax years which could result in additional Taxes taxes becoming due and payable by Borrower in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA)governmental agency. No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISA.5.12

Tax Returns and Payments; Pension Contributions. Each Credit Party Co-Borrower has timely filed all required tax returns and reports required to be filed thereby with a taxing authority (except where the failure to file any such tax return or report does not result in penalties or other liabilities to the Credit Parties in excess of, individually or in the aggregate at any time for all of the Credit Parties, Twenty Thousand Dollars ($20,000)by Co-Borrower, and there are no Liens on the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for Permitted Liens). Each Credit Party Co-Borrower has timely paid all foreign, federal, state and local Taxes taxes, assessments, deposits and contributions owed by Co-Borrower except (a) to the extent such Credit Party, except for (1) such Taxes that do not at any time exceed an amount of, individually or in the aggregate for all of the Credit Parties, Twenty Thousand Dollars ($20,000) and (2) such Taxes taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently instituted and conducted for which adequate reserves conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been set aside on made therefor or (b) if such taxes, assessments, deposits and contributions do not, individually or in the Books thereof in accordance with aggregate, exceed One Hundred Seventy-Five Thousand Dollars ($175,000). To the immediately succeeding sentence, and there are no Liens on any Collateral in favor of a Governmental Authority resulting from such unpaid Taxes, except for Permitted Liens. No Credit Party has deferred extent Co-Borrower defers payment of any contested Taxes other than contested Taxes with respect to which such Credit Party taxes, Co-Borrower shall (ai) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies 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 taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien. No Credit Party .” Co-Borrower is aware unaware of any claims or adjustments in excess of Twenty Thousand Dollars ($20,000) proposed for any of the Credit PartyCo-Borrower’s prior tax years which could result in additional Taxes taxes in excess of One Hundred Seventy-Five Thousand Dollars ($175,000) becoming due and payable by Co-Borrower. Co-Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Co-Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any Credit Party. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of the provisions relating to Section 412 of the Internal Revenue Code) or Section 4001 of ERISA (an “ERISA Affiliate”) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, no Credit Party or ERISA Affiliate has incurred liability other event with respect to, any such plan which could reasonably be expected to result in any liability of Co-Borrower, including any liability to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any multiemployer plan as defined in Section 4001(a)(3) of ERISA, and no Credit Party or ERISA Affiliate has incurred any liability under Title IV of ERISA with respect to the termination of any employee pension benefit plan subject to the provisions of Title IV of ERISA (other than with respect to any “standard termination” under Section 4041(b) of ERISA). No “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the 30-day notice requirement is waived) has occurred with respect to any employee pension benefit plan subject to the provisions of Title IV of ERISAgovernmental agency.