Payment of Taxes. All tax returns and reports of the Loan Parties (and all parent entities of such Loan Parties with which any Loan Party is or has been consolidated or combined) required to be filed by it have been timely filed (inclusive of any permitted extensions), and all Taxes, governmental assessments, fees, and amounts required to be withheld and paid to a Governmental Authority and all other governmental charges in excess of $10,000 in the aggregate imposed upon the Loan Parties, and upon their Assets, income, and franchises, that are due and payable have been paid, except to the extent that: # the failure to file such returns or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge, or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Payment of Taxes. All taxExcept as otherwise permitted under Section 5.5, all material Tax returns and reports of the Loan Parties (and all parent entities of such Loan Parties with which anyeach Loan Party is or has been consolidated or combined)and its Subsidiaries required to be filed by itany of them have been timely filed (inclusive of any permitted extensions),filed, and all Taxes, governmental assessments, fees, and amounts requiredmaterial Taxes shown on such Tax returns to be withhelddue and paid to a Governmental Authoritypayable and all assessments, fees and other governmental charges in excess of $10,000 in the aggregate imposed upon thea Loan Parties,Party and its Subsidiaries and upon their Assets,respective assets, income, businesses and franchises,franchises that are due and payable have been paid, except to the extent that: # the failure to file such returnspaid when due and payable. Each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all Taxes not yet due and payable. No Borrower knows of any proposed Tax assessment against a Loan Party or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of anyits Subsidiaries that is not being appropriately contested by such Loan Party’s Assets,Party or such Tax, assessment, fee, withholding, charge, or claim is being contested,Subsidiary diligently, in good faith, and by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserveproceedings; provided such reserves or other appropriate provision,provisions, if any, as shall be required in conformity with GAAP shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.provided therefor.

Payment of Taxes. AllExcept as set forth on [Schedule 4.20] and as otherwise permitted under Section 5.5, all tax returns and reports of the Loan Parties (and all parent entities of such Loan Parties with which anyeach Loan Party is or has been consolidated or combined)and its Subsidiaries required to be filed by itany of them have been timely filed (inclusive of any permitted extensions),filed, and all Taxes, governmental assessments, fees, and amounts requiredtaxes shown on such tax returns to be withhelddue and paid to a Governmental Authoritypayable and all assessments, fees and other governmental charges in excess of $10,000 in the aggregate imposed upon thea Loan Parties,Party and its Subsidiaries and upon their Assets,respective assets, income, businesses and franchises,franchises that are due and payable have been paid, except to the extent that: # the failure to file such returnspaid when due and payable. Except as set forth on [Schedule 4.20], each Loan Party and each of its Subsidiaries have made adequate provision in accordance with GAAP for all taxes not yet due and payable. No Borrower knows of any proposed tax assessment against a Loan Party or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of anyits Subsidiaries that is not being actively contested by such Loan Party’s Assets,Party or such Tax, assessment, fee, withholding, charge, or claim is being contested,Subsidiary diligently, in good faith, and by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserveproceedings; provided such reserves or other appropriate provision,provisions, if any, as shall be required in conformity with GAAP shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.provided therefor.

Payment. Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Loan Parties and each of Taxes. Alltheir Restricted Subsidiaries have timely filed all federal, state, provincial, foreign and other tax returns and reports of the Loan Parties (and all parent entities of such Loan Parties with which any Loan Party is or has been consolidated or combined) required to be filed by itfiled, and have been timely filed (inclusive of any permitted extensions)paid all federal, state, provincial, foreign and other taxes (including in its capacity as a withholding agent), and all Taxes, governmental assessments, fees,fees and amounts required to be withheld and paid to a Governmental Authority and all other governmental charges in excess of $10,000 in the aggregatelevied or imposed upon the Loan Parties, and uponthem or their Assets, income, and franchises, that areproperties, income or assets otherwise due and payable have been paid,payable, except to the extent that: # the failure to file such returns or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claimsthose which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge, or claim isare being contested,contested in good faith,faith by appropriate proceedings promptly instituteddiligently conducted and diligently conducted, and anfor which adequate reserve or other appropriate provision, if any, shallreserves have been made as requiredprovided in order to be in conformityaccordance with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Payment. Each Loan Party and each of Taxes. Allits Subsidiaries has timely filed all federal, state and other material tax returns and reports of the Loan Parties (and all parent entities of such Loan Parties with which any Loan Party is or has been consolidated or combined) required to be filed by it have beenfiled, and has timely filed (inclusive of any permitted extensions),paid all federal, state and all Taxes, governmentalother material taxes, assessments, fees,fees and amounts required to be withheld and paid to a Governmental Authority and all other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which # are being contested in excess of $10,000good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or # in the aggregate imposed upon thecase of Subsidiaries that are not Loan Parties, and upon their Assets, income, and franchises, that are due and payable have been paid, except to the extent that: # the failure to file such returns or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, couldwould not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federalEffect. There is no proposed tax Lien upon any ofassessment against any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge,Party or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, couldSubsidiary thereof that would reasonably be expected to have a Material Adverse Effect on theEffect. No Loan Parties, taken as a whole.Party is party to any tax sharing agreement.

Payment of Taxes. AllEach Loan Party and its Subsidiaries have filed all federal, state and other material tax returns and reports of the Loan Parties (andrequired to be filed, and have paid all parent entities of such Loan Partiesfederal, state and other 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 in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with whichGAAP. There is no proposed tax assessment against any Loan Party is or has been consolidated or combined) required to be filed by it have been timely filed (inclusive of any permitted extensions), and all Taxes, governmental assessments, fees, and amounts required to be withheld and paid to a Governmental Authority and all other governmental charges in excess of $10,000 in the aggregate imposed upon the Loan Parties, and upon their Assets, income, and franchises,Subsidiary that are due and payable have been paid, except to the extent that: # the failure to file such returns or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected towould, if made, have a Material Adverse Effect onEffect, nor is there any tax sharing agreement applicable to the Loan Parties, taken as a whole,Borrower or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge, or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.Subsidiary.

Payment of Taxes. AllBorrower has filed all Federal, state and other material tax returns and reports of the Loan Parties (and all parent entities of such Loan Parties with which any Loan Party is or has been consolidated or combined) required to be filed by itfiled, and have been timely filed (inclusive of any permitted extensions),paid all Federal, state and all Taxes, governmentalother material taxes, assessments, fees,fees and amounts required to be withheld and paid to a Governmental Authority and all other governmental charges in excess of $10,000 in the aggregatelevied or imposed upon the Loan Parties, and uponthem or their Assets, income, and franchises, that areproperties, income or assets otherwise due and payablepayable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been paid, except to the extent that: # the failure to file such returnsprovided in accordance with GAAP. There is no proposed tax assessment against Borrower or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected toany Subsidiary that would, if made, have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge, or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.Effect.

PaymentSECTION #Payment of Taxes. All tax returns and reportsThere have been filed on behalf of the Loan Parties (andand their respective Subsidiaries all parent entities of such Loan Parties withmaterial Federal, state and local income, excise, property and other tax returns which any Loan Party is or has been consolidated or combined)are required to be filed by itthem and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Loan Parties or any Subsidiary have been timely filed (inclusivepaid other than those being contested in good faith and by appropriate proceedings diligently conducted and with respect to which such Person has established adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of any permitted extensions),the Loan Parties and all Taxes, governmental assessments, fees, and amounts required to be withheld and paid to a Governmental Authority and alltheir respective Subsidiaries in respect of taxes or other governmental charges in excess of $10,000are, in the aggregate imposed uponopinion of the Loan Parties, and upon their Assets, income, and franchises, that are due and payable haveadequate. No Loan Party has been paid, exceptgiven or been requested to give a waiver of the statute of limitation relating to the extent that: # the failure to file such returnspayment of Federal, state, local or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge, or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.foreign taxes.

PaymentSECTION #Payment of Taxes. All tax returns and reportsThere have been filed on behalf of the Loan Parties (andand their respective Subsidiaries all parent entities of such Loan Parties withFederal, state and local income, excise, property and other tax returns which any Loan Party is or has been consolidated or combined)are required to be filed by itthem and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Loan Parties or any Subsidiary have been timely filed (inclusivepaid other than those being contested in good faith and by appropriate proceedings diligently conducted and with respect to which such Person has established adequate reserves in accordance with GAAP. The charges, accruals and reserves on the books of any permitted extensions),the Loan Parties and all Taxes, governmental assessments, fees, and amounts required to be withheld and paid to a Governmental Authority and alltheir respective Subsidiaries in respect of taxes or other governmental charges in excess of $10,000are, in the aggregate imposed uponopinion of the Loan Parties, and upon their Assets, income, and franchises, that are due and payable haveadequate. No Loan Party has been paid, exceptgiven or been requested to give a waiver of the statute of limitation relating to the extent that: # the failure to file such returnspayment of Federal, state, local or reports, or pay such Taxes, assessments, fees, withholdings, or other governmental charges, as applicable, could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole, or # other than with respect to Taxes, assessments, fees, withholdings, charges or claims which have become a federal tax Lien upon any of any Loan Party’s Assets, such Tax, assessment, fee, withholding, charge, or claim is being contested, in good faith, by appropriate proceedings promptly instituted and diligently conducted, and an adequate reserve or other appropriate provision, if any, shall have been made as required in order to be in conformity with GAAP. Borrower does not know of any proposed, asserted, or assessed tax deficiency against it or Guarantor that, if such deficiency existed and had to be rectified, could reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.foreign taxes.