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Taxes. The Company will, and will cause each Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or property, except # those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and # those as to which failure to pay when due could not reasonably be expected to have a Material Adverse Effect.

Taxes. The Company will, and will cause each Subsidiary to, pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or property, except # those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and # those as to which failure to pay when due could not reasonably be expected to have a Material Adverse Effect.

Section # Taxes. The Company will, and will cause each Material Subsidiary to, pay when due all material taxes, assessments and governmental charges and levies upon it or its income, profits or property,Property, except # those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and # those as to which failure to pay when due could not reasonably be expected to have a Material Adverse Effect.aside.

Section # Taxes. The Company will, and will cause each Material Subsidiary to, pay when due all taxes,material Taxes, assessments and governmental charges and levies upon it or its income, profits or property,Property, except # those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and # those as to which failure to pay when due could not reasonably be expected to have a Material Adverse Effect.aside.

Payment of Taxes. The Company will, and will cause each Subsidiary to, pay when dueand discharge all taxes,Taxes, assessments and governmental charges andor levies uponimposed on it or on its income,income or profits or property,on any of its property prior to the date on which penalties attach thereto, except Taxes, assessments, charges or levies # thosethe payment of which areis being contested in good faith and by appropriateproper proceedings and with respect toagainst which it is maintaining adequate reserves have been set asideor # that do not at any time exceed in accordance with Agreement Accounting Principles and # those as to which failure to pay when due could not reasonably be expected to have a Material Adverse Effect.the aggregate.

Section # Payment of Taxes. The Company will, and will cause each Subsidiaryof its Subsidiaries to, pay when dueand discharge, all taxes, assessmentsassessments, fees and other governmental charges and leviesimposed upon it or any of its income, profits or property, exceptbefore becoming delinquent and before any penalties accrue thereon, unless and to the extent that # those whichthe same are being contested in good faith and by appropriateproper proceedings and with respectas to which adequateappropriate reserves have been set asideare provided therefor in accordance with Agreement Accounting Principles andGAAP or # those as to whichthe failure to pay when due could notor discharge the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section # Taxes. The Company will, and will cause each Subsidiaryof its Subsidiaries to, duly pay when dueand discharge, or cause to be paid and discharged, before the same shall become overdue, all taxes, assessments and other governmental charges and leviesimposed upon it and its real estate, sales and activities, or its income,any part thereof, or upon the income or profits or property, except # those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with Agreement Accounting Principles and # those as to whichtherefrom, other than where failure to pay when due couldsuch taxes would not reasonably be expected to haveresult in a Material Adverse Effect.Effect; provided, that any such tax, assessment, charge, levy or claim need not be paid if the validity or amount thereof shall currently be contested

Taxes. The Company will, and will cause each Subsidiary to, pay when dueits Subsidiaries # have filed all Federal, state and other material tax returns and reports required to be filed, and # have paid all Federal, state and other material taxes, assessmentsassessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and levies upon it or its income, profits or property, except #payable, except, in the case of this [clause (b)], (i) those which are being contested in good faith by appropriate proceedings diligently conducted and with respect tofor which adequate reserves have been set asideprovided in accordance with Agreement Accounting Principles andGAAP or # those as to whichthe extent that the failure to pay when duedo so could not reasonably be expected to result in a Material Adverse Effect. There is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement, other than the Tax Receivable Agreement.

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