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

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank 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 levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower that exceed 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports required to be filed by Borrower, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required material tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. ; provided that, Borrower may defer payment of any contested taxes, provided that so long as Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, and (b) with respect to contested amounts in excess of One Hundred Thousand Dollars ($100,000), (i) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (cii) 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”. Except as disclosed in writing to Bank, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower, except in each case to the extent its failure to do so is not reasonably likely to result in damages or penalties incurred by Borrower in excess of $250,000 in total. Borrower may may, however, defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank Lender in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Each Credit Party has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower each Credit Party has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrowersuch Credit Party except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00). Borrower may defer To the extent any Credit Party defers payment of any contested taxestaxes in excess of One Hundred Thousand Dollars ($100,000.00), provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, within thirty (b30) notifies days notify Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s the Credit Parties’ prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrowerany Credit Party. Borrower Each Credit Party has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower no Credit Party has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrowerany 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. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports (or extensions thereof as may be permitted by applicable law), and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries, if any, have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in the aggregate 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as disclosed in the Perfection Certificate, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps reasonably 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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurredTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions Taxes now or in the future owed by Borrower. Borrower may may, however, defer payment of any of the foregoing which are contested taxesby Borrower in good faith, provided that Borrower (ai) in good faith contests its obligation to pay the taxes same by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank PFG in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more Taxes becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has Guarantor and its Subsidiaries have timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurredand Guarantor and its Subsidiaries have timely paid, and Borrower has will timely paid pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrowerthem, except for inadvertent failures to file or pay which do not result in liability exceeding $200,000 and which arc promptly cured. Borrower may Guarantor and its Subsidiaries may, however, defer payment of any contested taxes, provided that Borrower they (ai) in good faith contests its contest their obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank notify Lender in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts post bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower Guarantor is unaware of any claims or adjustments proposed for any of BorrowerGuarantor’s or its Subsidiaries prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrowerthem. Borrower has paid Guarantor and its Subsidiaries have 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 they have not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerGuarantor or its Subsidiaries in excess of $100,000, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed (or has obtained an extension to file) all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of Five Thousand Dollars ($5,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, or has obtained extensions for filing, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000). 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower (excluding, however, unpaid taxes in an aggregate amount not to exceed $25,000). Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes in excess of an aggregate amount of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports (or timely extensions therefore), and each Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by such Borrower. A Borrower may defer payment of any contested taxes, provided that such Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is Borrowers are unaware of any claims or adjustments proposed for any of each Borrower’s prior tax years which could reasonably be expected to result in additional taxes of $250,000.00 or more becoming due and payable by such Borrower. Borrower has Borrowers have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has Borrowers have not withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports (or appropriate extensions therefor), and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurredreports required by applicable law, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may may, however, defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank GC in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower which could not reasonably be expected to have a material adverse effect on the financial condition or business of Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Million Dollars ($1,000,000). To the extent Borrower may defer defers payment of any contested taxestaxes in excess of One Million Dollars ($1,000,000), provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of One Million Dollars ($1,000,000). 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agencyagency in excess of One Million Dollars ($1,000,000).

Tax Returns and Payments; Pension Contributions. (a) Except as otherwise permitted by this Section 5.9, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (ciii) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. . (b) Borrower has paid all amounts necessary currently due and payable 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 other event with respect to, any such plan which could reasonably be expected to result in any liability (excluding pension, profit sharing and deferred compensation plan obligations recorded in accordance with GAAP) of BorrowerBorrower in excess of Fifty Thousand Dollars ($50,000), including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely Each Loan Party and each of its Subsidiaries have filed all required income and other material tax returns and reports, except for such periods for which no tax liability has been incurredreports (or extensions thereof), and Borrower has each Loan Party and each of its Subsidiaries have timely paid all material foreign, federal, state state, and local taxesTaxes, assessments, deposits and contributions owed by Borrowersuch Loan Party and such Subsidiaries in all jurisdictions in which any such Loan Party or any such Subsidiary is subject to Taxes, including the United States, unless such Taxes are being contested in accordance with the next sentence. Borrower Each Loan Party and each of its Subsidiaries may defer payment of any contested taxesTaxes, provided that Borrower such 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, ; and (b) notifies Bank maintains adequate reserves or other appropriate provisions on its books in writing of the commencement of, and accordance with GAAP. There are no Liens for any material development in, the proceedings, Taxes (cother than Permitted Liens) 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”Collateral. Borrower is unaware Each of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due the Loan Parties and payable by Borrower. Borrower its Subsidiaries has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower none of the Loan Parties or any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowersuch Loan Party or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reportsTax Returns, except for such periods returns and reports for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions in an aggregate amount not exceeding Twenty-Five Thousand Dollars ($25,000), and Borrower has timely paid, and will timely pay, all Taxes now or in the future owed by Borrower. Borrower may may, however, defer payment of any of the foregoing which are contested taxesby Borrower in good faith, provided that Borrower (ai) in good faith contests its obligation to pay the taxes same by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank PFG in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body, except as could reasonably be expected to result in a Material Adverse Change.

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, reports (except for such periods for which no tax liability has been incurredreturns or reports related to taxes as may be due or owing in an amount less than Twenty Five Thousand Dollars ($25,000) in the aggregate), and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower (except such returns or reports related to taxes as may be due or owing in an amount less than Twenty Five Thousand Dollars ($25,000) in the aggregate). Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower; other than certain delinquent states sales and income taxes for which Borrower has maintained adequate reserves and which Borrower is in the process of remedying. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower For any periods as to which the applicable statutes of limitations have not run, and except for deferred payment of any taxes contested in good faith by such Credit Party by appropriate proceedings promptly and diligently instituted and conducted, each Credit Party has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrowersuch Credit Party. Borrower Each Credit Party may defer payment of any contested taxes, provided that Borrower each Credit Party (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank Lender in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any There are no claims or adjustments proposed for any of Borrowerany Credit Party’s prior tax years which that could result in additional taxes of $250,000.00 or more becoming due and payable by Borrowersuch Credit Party. Borrower Each Credit Party has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, as applicable, and Borrower no Credit Party has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrowera Credit Party, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, as applicable.

Tax Returns and Payments; Pension Contributions. (a) Except as otherwise permitted by this Section 5.9, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, ; provided that Borrower (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, (ciii) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. . (b) Borrower has paid all amounts necessary currently due and payable 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 other event with respect to, any such plan which could reasonably be expected to result in any liability (excluding pension, profit sharing and deferred compensation plan obligations recorded in accordance with GAAP) of BorrowerBorrower in excess of Two Hundred Fifty Thousand Dollars ($250,000.00), including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate, as of the Effective Date, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Five Thousand Dollars ($5,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Co-Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Co-Borrower has timely paid all foreign, federal, provincial, state and local taxes, assessments, deposits and contributions owed by Co-Borrower. Co-Borrower may defer payment of any contested taxes, provided that Co-Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Co-Borrower is unaware of any claims or adjustments proposed for any of Co-Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reportsreports (including those relating to employee tax withholding, except for such periods for which no tax liability has been incurredsocial security and unemployment taxes), and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except as permitted in the next sentence. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, reports (except for such periods for which no tax liability has been incurredreturns or reports related to taxes as may be due or owing in an amount less than $100,000 in the aggregate), and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower (except such returns or reports related to taxes as may be due or owing in an amount less than $100,000 in the aggregate). Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, or has obtained valid extensions for the filing of, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed shown due by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, other than those that are not yet delinquent, or that are contested in good faith as to which adequate reserves have been provided to the extent required by law and in accordance with GAAP. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required material tax returns and reports, except for such periods for which no tax liability has been incurredreports that are required to be filed, and each Borrower has timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by such Borrower. Each Borrower may defer payment of any contested taxes, provided that such Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in material additional taxes of $250,000.00 or more becoming due and payable by such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and each Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation PBGC or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, state state, national, and local taxes, assessments, deposits and contributions owed by Borrower. Borrower in excess of $50,000.00; provided that Borrower may defer payment of any contested taxes, provided further that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as disclosed in the Perfection Certificate, Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower and each Subsidiary, provided that Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Except as disclosed in the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required federal, and all material foreign, state and local, tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federalfederal and all material foreign, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in any material additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower, except for inadvertent failures to make payments not exceeding $250,000 which are promptly rectified when discovered. Borrower may may, however, defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower exceeding $250,000, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Each Borrower, or Parent on behalf of such Borrower, has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and each Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by such Borrower. A Borrower may defer payment of any contested taxes, provided that Parent or such Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is Borrowers are unaware of any claims or adjustments proposed for any of either Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by either Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of either Borrower, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. The Borrower has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, except for such periods for which no tax liability has been incurredfederal, state and local law, and the Borrower has timely paid paid, and will timely pay, * all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. the Borrower may *~. The Borrower may, however, defer payment of any contested taxes, provided that the Borrower (ai) in good faith contests its the Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank Silicon in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. The Borrower is unaware of any claims or adjustments proposed for any of the Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by the Borrower. The Borrower has paid 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 the Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any * * * liability of the Borrower, including including, without limitation, any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.. * in all material respects ** provided that the Borrower shall pay any and all of such taxes, assessments, deposits and contributions the failure of which to pay results or may result in a lien on any of the Collateral *** material

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurredTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions Taxes now or in the future owed by Borrower, except to the extent such Taxes do not in the aggregate exceed $25,000. Borrower may may, however, defer payment of any of the foregoing which are contested taxesby Borrower in good faith, provided that Borrower (ai) in good faith contests its obligation to pay the taxes same by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank PFG in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more Taxes becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports (or extensions thereof), and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except for taxes, assessments, deposits and contributions of up to Seventy-Five Thousand Dollars ($75,000.00) in the aggregate. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could would reasonably be expected to result in additional taxes of $250,000.00 or more 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 other event with respect to, any such plan which could would reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except for such taxes, assessment, deposits and contributions that do not, individually or in the aggregate, exceed fifty thousand dollars ($50,000). Notwithstanding the foregoing, Borrower may defer payment of any contested taxestaxes (except for payroll taxes and other tax obligations subject to a federal tax lien), provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank Initial Lender in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, other than those that are not yet delinquent, or that are contested in good faith as to which adequate reserves have been provided to the extent required by law and in accordance with GAAP. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any material claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredTax returns, and Borrower and each of its Subsidiaries has timely paid paid, or made provision to pay, all foreign, federal, state state, national, and local taxesTaxes, assessments, deposits and contributions owed by Borrower. Borrower and its Subsidiaries (whether or not reflected on a Tax return) in excess of $50,000.00 in the aggregate; provided that Borrower may defer payment of any contested taxesTaxes, provided further 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 Bank Agent in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware has no knowledge of any claims or adjustments proposed or asserted for any of Borrower’s 's prior tax Tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries (as defined below) have timely filed all required tax returns and reportsreports (including those relating to employee tax withholding, except for such periods for which no tax liability has been incurredsocial security and unemployment taxes), and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxesor such Subsidiary, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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 such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. taxes that are the subject of a “Permitted Lien”Contest. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which that could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower in excess of $50,000.00; providedthat Borrower may defer payment of any contested taxes, provided providedfurther that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required federal and state and other material tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, federal and state and other material foreign and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate or as could not reasonable be expected to result in a Material Adverse Change on the Borrower, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Except as set forth in the Perfection Certificate or as could not reasonable be expected to result in a Material Adverse Change on the Borrower, Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Except as could not reasonably be expected to result in a Material Adverse Change on the 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, state state, national, and local taxes, assessments, deposits and contributions owed by Borrower. Borrower in excess of $50,000.00; provided that Borrower may defer payment of any contested taxes, provided that furtherthat Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has Borrower, Sole Member and Guarantor have timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, except for such periods for which no tax liability has been incurredfederal, state and local law, and Borrower has Xxxxxxxx, Sole Member and Guarantor have timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower, Sole Member or Guarantor. Borrower may Borrower, Sole Member and Guarantor may, however, defer payment of any contested taxes, provided that Borrower Xxxxxxxx, Sole Member or Guarantor, as applicable (ai) in good faith contests its said Person’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank notify Lender in writing of the commencement of, and any material development developments in, the proceedings, and (ciii) posts bonds bonds, reserves with Lender, or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any the Property. As of the Collateral that is other than a “Permitted Lien”. date hereof, Borrower is unaware of any claims or adjustments proposed for any of Borrower, Sole Member or Guarantor’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrowersaid Person. Borrower has paid and Sole Member have 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 and Sole Member have not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowersaid Person, including any liability to the “Pension Benefit Guaranty Corporation Corporation” (as defined in ERISA) or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and material local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. , except those being contested in good faith with adequate reserves under GAAP, Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any To Borrower’s knowledge, there are no claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary, except those that are being contested in good faith pursuant to proceedings being diligently pursued and for which reserves in accordance with GAAP have been created. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has Obligors have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredor duly filed valid extensions therefore, and Borrower has have timely paid when due and payable all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerObligors. Borrower Notwithstanding the foregoing, Obligors may defer payment of any contested taxes, provided that Borrower such Obligor (a) contests in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, (b) notifies notify Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is Obligors are unaware of any claims or adjustments adjustments, in excess of Five Hundred Thousand Dollars ($500,000.00), proposed for any of Borrowersuch Obligor’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrowersuch Obligors. Borrower has Obligors have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has have not withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowerany Obligor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has Guarantor and its Subsidiaries have timely filed filed, and will timely file, all required income and other material tax returns and reports, except for such periods for which no tax liability has been incurredand Guarantor and its Subsidiaries have timely paid, and Borrower has will timely paid pay, all foreign, federal, state and local income and other material taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower them, except for inadvertent failures to file or pay which do not result in liability exceeding $1,000,000 and which are promptly cured; provided that Guarantor and its Subsidiaries may defer payment of any contested taxes, assessments, deposits and contributions, provided that Borrower they (ai) in good faith contests its contest their obligation to pay the taxes taxes, assessments, deposits or contributions by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank notify Lender in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts post bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes taxes, assessments, deposits and contributions from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower Guarantor is unaware of any claims or adjustments proposed for any of BorrowerGuarantor’s or its Subsidiaries prior tax years which could result in material additional taxes of $250,000.00 or more becoming due and payable by Borrowerthem. Borrower has paid Guarantor and its Subsidiaries have 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 they have not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerGuarantor or its Subsidiaries in excess of $1,000,000, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. , provided that Borrower may defer payment of any contested taxes, provided that so long as Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, and (b) with respect to contested amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000), (i) notifies Bank Agent 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 from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Except as set forth on the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required federal income tax returns and all other material tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except to the extent the failure to so timely pay could not reasonably be expected to have a material adverse effect on Borrower’s business. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. As of the Effective Date, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required material tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional material taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower, other than taxes that may become payable in an amount not exceeding $350,000 as a result of a current tax audit in France for which adequate reserves have been established. 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 inin (other than with respect to Centra in connection with the Centra Acquisition), and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, other than liability of Borrower in an amount not to exceed $350,000 in connection with the Centra Acquisition, for which adequate reserves have been established if so required by GAAP.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “‘Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurredTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions material Taxes now or in the future owed by Borrower. Borrower may may, however, defer payment pay­ment of any of the foregoing which are contested taxesby Borrower in good faith, provided that Borrower (ai) in good faith contests its obligation to pay the taxes same by appropriate proceedings promptly and diligently instituted insti­tuted and conducted, (bii) notifies Bank PFG in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax Tax years which could result in additional taxes of $250,000.00 or more Tax becoming due and payable by Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present pre­sent and future pension, profit sharing and deferred compensation com­pensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including in­cluding any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports (or appropriate extensions therefor), and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that Borrower shall (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank 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 Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required federal tax returns and reports and all material foreign, state and local tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (a) Except as otherwise permitted by this Section 5.9, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (ciii) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. . (b) Except as otherwise described on Schedule 5.9, 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 other event with respect to, any such plan which resulted or could reasonably be expected to result in any liability of BorrowerBorrower which, when aggregated with all such actual and expected liabilities (including without duplication any liabilities described in Section 6.5(b) or 7.10(c)) other than the liability described on Schedule 5.9, exceeds $50,000 (including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency).

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate dated as of the Effective Date, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except for such taxes, assessments, deposits and contributions which do not, individually or in the aggregate, exceed Twenty-Five Thousand Dollars ($25,000). Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Except as set forth in the Perfection Certificate dated as of the Effective Date, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in excess of Twenty-Five Thousand Dollars ($25,000). 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedingsany proceedings relating to any material taxes, 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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed (or made provisions to timely file for an extension), and will timely file, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower, except to the extent that noncompliance could reasonably be expected to result in a Material Adverse Change. Borrower may may, however, defer payment of any of the foregoing which are contested taxesby Borrower in good faith, provided that Borrower (ai) in good faith contests its obligation to pay the taxes same by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank PFG in writing of the commencement of, and any material development in, the such proceedings, to the extent the amount in controversy is $100,000 or more, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except for taxes, assessments, deposits and contributions in an aggregate amount not exceeding Five Hundred Thousand Dollars ($500,000.00) in the aggregate. Borrower may defer payment of any contested taxestaxes in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00), provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, conducted and (b) notifies Bank retains reserves for such taxes on its balance sheet as required by GAAP. Except as disclosed in writing of the commencement ofto Bank, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerBorrower in an aggregate amount in excess of Five Hundred Thousand Dollars ($500,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower in excess of Five Hundred Thousand Dollars ($500,000.00), including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (a) Borrower has and each of its Subsidiaries have timely filed (subject to validly filed extensions), or submitted extensions for, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each of its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment and each of any contested taxes, provided that Borrower its Subsidiaries except (a) to the extent such taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) notifies Bank if such taxes, assessments, deposits and contributions do not, individually or in writing of the commencement ofaggregate, and any material development in, the proceedings, (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”exceed $300,000.00. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has or any of its Subsidiaries in excess of $300,000.00 in the aggregate. (b) Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredTax returns, and Borrower and each of its Subsidiaries has timely paid paid, or made provision to pay, all foreign, federal, state state, national, and local taxesTaxes, assessments, deposits and contributions owed by Borrower. Borrower and its Subsidiaries (whether or not reflected on a Tax return) in excess of $100,000.00 in the aggregate; provided that Borrower may defer payment of any contested taxesTaxes, provided further 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 Bank Agent in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware has no knowledge of any claims or adjustments proposed or asserted for any of Borrower’s 's prior tax Tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (A) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each of its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment and each of any contested taxes, provided that Borrower its Subsidiaries except (a) to the extent such taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) notifies Bank if such taxes, assessments, deposits and contributions do not, individually or in writing of the commencement ofaggregate, and any material development in, the proceedings, (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”exceed $100,000. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has or any of its Subsidiaries in excess of $100,000 in the aggregate. (B) Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. (a) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required tax Tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each of its Subsidiaries have timely paid all foreign, federal, state and local taxesTaxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment and each of any its Subsidiaries except (i) to the extent such Taxes are being contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, (bii) notifies Bank in writing to the extent that the failure file such tax returns and reports or pay such Taxes could not reasonably be expected to have a material adverse effect on Borrower’s business or operations or (iii) as set forth on the Perfection Certificate delivered as of the commencement of, and any material development in, the proceedings, (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”Effective Date. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes reasonably be expected to have a material adverse effect on Borrower’s business or operations. (b) Borrower and each of $250,000.00 or more becoming due and payable by Borrower. Borrower has its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Co-Borrower has and each Subsidiary have (i) timely filed all required federal tax returns and timely paid all federal taxes owed by Co-Borrower and each Subsidiary, and (ii) timely filed or obtained extensions for filing all required material foreign, state and local tax returns and reports, except for such periods for which no tax liability has been incurred, and Co-Borrower has and each Subsidiary have timely paid all material foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerCo-Borrower and each Subsidiary except to the extent such taxes, individually or in the aggregate, are less than One Hundred Thousand Dollars ($100,000). Notwithstanding the forgoing, Co-Borrower may defer payment of any contested taxes, provided that Borrower (a) taxes in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”accordance with Section 6.3. Co-Borrower is unaware of any claims or adjustments proposed for any of Co-Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerCo-Borrower in excess of One Hundred Thousand Dollars ($100,000). 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 other event with respect to, any such plan which could reasonably be expected to result in any material liability of Co-Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (a) Except as otherwise permitted by this Section 5.9, Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (ciii) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. . (b) Except as otherwise described on Schedule 5.9, 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 other event with respect to, any such plan which resulted or could reasonably be expected to result in any liability of BorrowerBorrower which, when aggregated with all such actual and expected liabilities (including without duplication any liabilities described in Section 6.5(b) or 7.10(c)) other than the liability described on Schedule 5.9, exceeds Fifty Thousand Dollars ($50,000) (including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency).

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required income tax and other material tax returns and reports, except for such periods for which no tax liability has been incurredreports that are required to be filed, and each Borrower has timely paid all income tax and other material foreign, federal, state and local taxes, assessments, deposits and contributions owed by such Borrower. Each Borrower may defer payment of any contested income taxes and other material taxes, provided that such Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Except as disclosed in the Perfection Certificates, each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in material additional taxes of $250,000.00 or more becoming due and payable by such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and each Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation PBGC or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reportsreports required by foreign, except for such periods for which no tax liability has been incurredfederal, state and local law, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may may, however, defer payment of any contested taxes, provided that Borrower (a) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted Coast Business Credit Loan and Security Agreement -------------------------------------------------------------------------------- and conducted, (b) notifies Bank Coast 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 keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. As of the date hereof, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has paid 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 withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrowerowed, in each case where such liability is in excess of $25,000. Borrower may, and may allow its Subsidiaries to, defer payment of any contested taxes, provided that Borrower or its Subsidiaries, as applicable, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from LSA – BioAmber obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's or its Subsidiaries’ prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrowerpayable. Borrower has and its Subsidiaries have paid all amounts necessary necessary, if any, to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has nor any of its Subsidiaries have not withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (a) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each of its Subsidiaries have timely paid (subject to validly filed extensions) all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment and each of any contested taxes, provided that Borrower its Subsidiaries except (a) to the extent such taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) notifies Bank if such taxes, assessments, deposits and contributions do not, individually or in writing of the commencement ofaggregate, and any material development in, the proceedings, (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”exceed $100,000.00. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has or any of its Subsidiaries in excess of $100,000.00 in the aggregate. (b) Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. (a) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each of its Subsidiaries have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment and each of any its Subsidiaries except (i) to the extent such taxes are being contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) notifies Bank if such taxes, assessments, deposits and contributions do not, individually or in writing of the commencement ofaggregate, and any material development in, the proceedings, exceed Twenty-Five Thousand Dollars (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”$25,000). Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has or any of its Subsidiaries in excess of Fifty Thousand Dollars ($50,000) in the aggregate. (b) Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxestaxes (except for payroll taxes and other tax obligations subject to a federal tax lien), provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (a) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required tax Tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each of its Subsidiaries have timely paid all foreign, federal, state and local taxesTaxes, assessments, assessments and deposits and contributions owed by Borrower. Borrower may defer payment and each of any its Subsidiaries except (i) to the extent such Taxes are being contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently instituted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, (bii) notifies Bank in writing to the extent that the failure file such tax returns and reports or pay such Taxes could not reasonably be expected to have a material adverse effect on Borrower’s business or operations or (iii) as set forth on the Perfection Certificate delivered as of the commencement of, and any material development in, the proceedings, (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”Effective Date. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes reasonably be expected to have a material adverse effect on Borrower’s business or operations. (b) Borrower and each of $250,000.00 or more becoming due and payable by Borrower. Borrower has its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower and each Subsidiary. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (c) posts bonds or takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, 28059520v3 including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except for taxes, assessments, deposits and contributions in an aggregate amount of less than One Hundred Fifty Thousand Dollars ($150,000.00). Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports, except for such periods for which no tax liability and Xxxxxxxx has been incurredtimely paid, and Borrower has will timely paid pay, all foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by BorrowerXxxxxxxx, except for inadvertent failures to make payments not exceeding [***] which are promptly rectified when discovered. Borrower may may, however, defer payment of any contested taxes, provided that Borrower (ai) in good faith contests its Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (bii) notifies Bank Agent in writing of the commencement of, and any material development in, the proceedings, and (ciii) posts bonds or takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien”Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s Xxxxxxxx's prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower. Borrower has paid 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 Xxxxxxxx has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower exceeding [***], including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Company and each of its Subsidiaries has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredreports or extensions thereof, and Borrower Company and each of its Subsidiaries, has timely paid all foreign, federal, state state, and local taxes, assessments, deposits and contributions owed by BorrowerCompany and such Subsidiaries, in all jurisdictions in which Company or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower Company and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower (a) Company or such Subsidiary, in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conductedconducted and for which adequate reserves are being maintained in accordance with GAAP. To Company’s Knowledge, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, (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”. Borrower is unaware of any there are no claims or adjustments proposed for any of BorrowerCompany’s or such Subsidiaries’ prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by BorrowerCompany or its Subsidiaries. Borrower has 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 Borrower has not neither Company nor any of its Subsidiaries have, withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerCompany or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports, except for such periods for which no tax liability has been incurredsubject to any validly filed extensions, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by BorrowerBorrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). To the extent Borrower may defer defers payment of any contested taxes, provided that 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 Bank in writing of the commencement of, and any material development in, the proceedings, and (cii) posts post bonds or takes take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. .” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes of $250,000.00 or more 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 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 Pension Benefit Guaranty Corporation or its successors or any other governmental agency.