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Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, the Borrower and each of its Subsidiaries have filed or are in the process of filing all Federal, state and other tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, state and other Taxes, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against the Borrower or any Subsidiary thereof that could reasonably be expected to have a Material Adverse Effect.

SECTION # Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, theThe Borrower and each of its Subsidiaries have filed or are in the process of filing all Federal, and all material state and other tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, and all material state and Other Taxes, assessments, fees and other Taxes,governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # whereto the extent the failure to do so could not, individually or in the aggregate,not reasonably be expected to have a Material Adverse Effect. There is no proposed taxTax assessment against the Borrower or any Subsidiary thereof that could reasonably be expected towould, if made, have a Material Adverse Effect.

Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, theThe Borrower and each of its Subsidiaries have filed or are in the process of filing all Federal, state and other material tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, state and other Taxes,material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary thereof that could reasonably be expected towould, if made, have a Material Adverse Effect.

Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, theSECTION #11Taxes. The Borrower and each of its Subsidiaries have filed or are in the process of filing all Federal, and all material state and other tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, and all material state and Other Taxes, assessments, fees and other Taxes,governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # whereto the extent the failure to do so could not, individually or in the aggregate,not reasonably be expected to have a Material Adverse Effect. There is no proposed taxTax assessment against the Borrower or any Subsidiary thereof that could reasonably be expected towould, if made, have a Material Adverse Effect.

Taxes. In accordance with the tax laws, regulations, official pronouncementsTaxes and practices of each tax jurisdiction, the Borrower and each of its Subsidiaries have filed or are in the process of filing all Federal, state and other material tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, state and other Taxes,material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against theany Borrower or any Subsidiary thereof that could reasonably be expected towould, if made, have a Material Adverse Effect. Neither any Borrower nor any Subsidiary thereof is party to any tax sharing agreement.

SECTION # Taxes. In accordance with the tax laws, regulations, official pronouncements and practicesEach of each tax jurisdiction, the Borrower and each of its Subsidiaries havehas filed or are in the process of filingcaused to be filed all Federal,U.S. federal, state and other taxmaterial Tax returns and reportswhich are required to be filed,filed and havehas paid all Taxes due and payable to any Governmental Authority (other than # any such Taxes, the amount or will pay, before the same shall become in default, all Federal, state and other Taxes, except # thosevalidity of which are currently being contested or extended in good faith by appropriate proceedings diligently conductedprocedures and forwith respect to which adequate reserves in conformity with GAAP have been provided in accordance with GAAPon the books of the Borrower or its Subsidiaries, as the case may be or # whereto the extent that the failure to do so could not, individually or in the aggregate,would not reasonably be expected to have a Material Adverse Effect. ThereEffect); no Tax Lien has been filed, and, to the knowledge of the Borrower, no material claim is no proposed tax assessment againstbeing asserted, with respect to any such Tax, except to the Borrowerextent that such Lien or any Subsidiary thereof that couldclaim would not reasonably be expected to have a Material Adverse Effect.

Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, theEach Borrower and each of its Restricted Subsidiaries have filed or are in the process of filing all Federal, state and other tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, state and other Taxes,taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP orand # whereto the extent that failure to do so could not, individually or in the aggregate,not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against theany Borrower or any Restricted Subsidiary thereof that could reasonably be expected towould, individually or in the aggregate, if made, have a Material Adverse Effect. Neither any Loan Party nor any Restricted Subsidiary thereof is party to any tax sharing agreement except as set forth on [Schedule 5.11].

Section # Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, theEach Borrower and each of its Subsidiaries havehas timely filed or are in the process of filingcaused to be filed all Federal, statefederal, provincial, state, municipal, foreign and other taxTax returns and reports required to be filed, and have timely paid all federal, provincial, state, municipal, foreign and Taxes levied or will pay, before the same shall become in default, all Federal, stateimposed upon them or their properties, income or assets otherwise due and other Taxes,payable, except # those which are being contestedContested in Good Faith and # failures to file or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # where failure to do sopay as could not, either individually or in the aggregate, reasonably be expected to haveresult in a Material Adverse Effect. There isare no proposed tax assessment against theTax audits, deficiencies, assessments or other claims with respect to any Borrower or any Subsidiary thereofof its Subsidiaries that couldcould, either individually or in the aggregate, reasonably be expected to haveresult in a Material Adverse Effect.

Taxes. In accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, the Borrower and each of its Subsidiaries havehas filed or are in the process of filing all Federal, state and other material tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, state and other Taxes,material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary thereof that could reasonably be expected towould, if made, have a Material Adverse Effect.

Taxes. In accordance withEach of the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, the BorrowerBorrowers and each of itstheir Subsidiaries (as applicable) have filed or are in the process of filing all Federal, state and other material tax returns and reports required to be filed, and have paid or will pay, before the same shall become in default, all Federal, state and other Taxes,material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except # those which are being contested or extended in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against theany Borrower or any Subsidiary thereofof their Subsidiaries that could reasonably be expected towould, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement.

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