Taxes. Each Borrower and its Restricted Subsidiaries have filed all Federal, state and other tax returns and reports required to be filed, and have paid all Federal, state and other 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 GAAP and # to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against any Borrower or any Restricted Subsidiary that would, 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].

Taxes. EachExcept as could not reasonably be expected to have a Material Adverse Effect, each of the Borrower and its Restricted Subsidiaries havehas timely filed all Federal,U.S. federal, state and other material tax returns and reports required to be filed, and have timely paid all Federal,U.S. federal, 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, whether or not shown on any tax return, except # those whichthat are being contested in good faith by appropriate actions or proceedings diligentlyreasonably conducted and for which adequate reserves have been provided in accordance with GAAP and # to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against anythe Borrower or any of its Restricted SubsidiarySubsidiaries that would, individually or in the aggregate, if made, have a Material Adverse Effect. NeitherAs of the Closing Date, neither any Loan Party nor any Restricted Subsidiary thereof is a party to any tax sharing agreement except as set forth on [Schedule 5.11].agreement.

Taxes. EachThe Borrower and its Restricted 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, 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 GAAP and # to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against anythe Borrower or any Restricted Subsidiary that would, 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].

Taxes. Each Borrowerof the Borrowers and its Restrictedeach of their Subsidiaries (as applicable) 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, 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 GAAP and # to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against any Borrower or any Restricted Subsidiaryof their Subsidiaries that would, 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].agreement.

Taxes. Each BorrowerLoan Party and itseach Restricted SubsidiariesSubsidiary have filed all material Federal, statestate, foreign and other tax returns and reports required to be filed, and have paid all material Federal, statestate, foreign and other taxes, assessments, fees and other material 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 GAAP and # to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against any BorrowerLoan Party or any Restricted Subsidiary that would, 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].

Taxes. Each BorrowerTaxes ​ and its Restricted 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, 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 GAAP and # to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.GAAP. There is no proposed tax assessment against any Borrower or any Restricted Subsidiary that would, individually or in the aggregate, if made, have a Material Adverse Effect. Neither any Loan PartyBorrower nor any Restricted Subsidiary thereof is party to any tax sharing agreement except as set forth on [Schedule 5.11].agreement.

SECTION # Taxes. EachThe Borrower and its Restricted Subsidiaries have filed all Federal, and all material state and other tax returns and reports required to be filed, and have paid all Federal, and all material state and other taxes,Other 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 GAAP and #or to the extent thatthe failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed taxTax assessment against anythe Borrower or any Restricted Subsidiary that would, 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].

Taxes. EachIn accordance with the tax laws, regulations, official pronouncements and practices of each tax jurisdiction, the 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, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable,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 andor # to the extent thatwhere failure to do so could notnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against anythe Borrower or any Restricted Subsidiary thereof that would, individually or in the aggregate, if made,could reasonably be expected to 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].

Taxes. EachSECTION #11Taxes. The Borrower and its Restricted Subsidiaries have filed all Federal, and all material state and other tax returns and reports required to be filed, and have paid all Federal, and all material state and other taxes,Other 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 GAAP and #or to the extent thatthe failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed taxTax assessment against anythe Borrower or any Restricted Subsidiary that would, 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. EachThe Borrower and itseach Restricted Subsidiaries haveSubsidiary has filed or caused to be filed all Federal, state and otherlocal tax returns and reports required to be filed,have been filed and havehas paid or caused to be paid all Federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable,taxes required to have been paid by it, except # those whichpayment of taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequatethe Borrower or such Restricted Subsidiary, as applicable, has set aside on its books reserves have been provided in accordance with respect thereto to the extent required by GAAP andor # to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against any Borrower or any Restricted Subsidiary that would,would not, individually or in the aggregate, if made, havereasonably be expected to result in 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].