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Taxes. The Company shall and shall cause the Bank and any other of its Subsidiaries to promptly pay and discharge all material taxes, assessments and other governmental charges imposed upon the Company, the Bank or any other of its Subsidiaries or upon the income, profits, or property of the Company or any Subsidiary and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of the Company, the Bank or any other of its Subsidiaries. Notwithstanding the foregoing, none of the Company, the Bank or any other of its Subsidiaries shall be required to pay any such tax, assessment, charge or claim, so long as the validity thereof shall be contested in good faith by appropriate proceedings, and appropriate reserves therefor shall be maintained on the books of the Company, the Bank and such other Subsidiary.

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Taxes. The Company shallPayment of Taxes, Etc. Pay and shalldischarge, and cause the Bank and any othereach of its Subsidiaries to promptly pay and dischargedischarge, before the same shall become delinquent, all material taxes, assessmentsassessments, claims and other governmental charges or levies imposed upon the Company, the Bank or any other of its Subsidiariesit or upon its property, except to the income, profits, or property ofextent that any failure to do so would not have a Material Adverse Effect; provided, however, that neither the Company ornor any Subsidiary and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of the Company, the Bank or any other of its Subsidiaries. Notwithstanding the foregoing, none of the Company, the Bank or any other of its Subsidiaries shall be required to pay or discharge any such tax, assessment, claim or charge or claim, so long as the validity thereof shall bethat is being contested in good faith and by appropriate proceedings,proper proceedings and as to which appropriate reserves therefor shall be maintained on the books of the Company, the Bank and such other Subsidiary.are being maintained.

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