Common use of Tax Returns and Payments; Pension Contributions Clause in Contracts

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed (or has obtained an extension to file) all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,00050,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty in excess of Five Thousand Dollars ($50,0005,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower Borrower, except (a) in each case to the extent such taxes are being contested its failure to do so is not reasonably likely to result in good faith damages or penalties incurred by appropriate proceedings promptly instituted and diligently conductedBorrower in excess of $250,000 in total. Borrower may, so long as such reserve or other appropriate provisionhowever, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers defer payment of any contested taxes, provided that Borrower shall (i) notify Collateral Agent in good faith contests Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state state, provincial and local taxes, assessments, deposits and contributions owed by Borrower and each Subsidiary except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower or any Subsidiary defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, Borrower including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries, if any, have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed in the aggregate in excess of Two Hundred Fifty Thousand Dollars ($50,000250,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes of $250,000.00 or more becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsTax Returns, and Borrower has timely paid all foreign, federalpaid, and material state and local taxeswill timely pay, assessments, deposits and contributions all Taxes now or in the future owed by Borrower. Borrower except (a) to may, however, defer payment of any of the extent such taxes foregoing which are being contested by Borrower in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies PFG in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsreports required by applicable law, and Borrower has timely paid all foreign, federalpaid, and material state and local will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower (except (a) where failure to do so would not have a material adverse effect on Borrower and would not result in a lien on any of the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedCollateral, but only so long as the Borrower maintains adequate reserves with respect to such reserve or other appropriate provision, if any, as shall be required liabilities in conformity accordance with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000generally accepted accounting principles consistently applied). To the extent Borrower defers may, however, defer payment of any contested taxes, provided that Borrower shall (i) notify Collateral Agent in good faith contests Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies GBC in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) excluding, however, unpaid taxes in an aggregate amount not to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,00025,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes in excess of an aggregate amount of $100,000 becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (or timely extensions therefore), and each Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by such Borrower. A Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that such Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is ”. Borrowers are unaware of any claims or adjustments proposed for any of each Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Borrower. Borrower has Borrowers have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has Borrowers have not withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports required to be filed by Borrower, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Twenty-Five Thousand Dollars ($50,00025,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty in excess of Twenty-Five Thousand Dollars ($50,00025,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (or extensions thereof as may be permitted by applicable law), and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all material foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower; provided that, Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, so long as Borrower shall (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, and (b) with respect to contested amounts in excess of One Hundred Thousand Dollars ($100,000), (i) notify Collateral Agent notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Except as disclosed in writing to Bank, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, provincial, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will file when due, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, and will pay when due, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually now or in the aggregatefuture shown thereon to be owed by Borrower. Borrower may, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers however, defer payment of any contested taxes, Borrower shall provided that Borrower: (i) notify Collateral Agent in good faith contests Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Silicon in writing of the commencement of, of and any material development in, in the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that Collateral, except and only to the extent such lien is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes in excess of $50,000 becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “"Permitted Lien.” ". Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower and Guarantor has timely filed all required foreign, federal and material state and local tax returns and reports, and each Borrower and Guarantor has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by such Borrower except (a) or Guarantor where the failure to the extent such taxes are being contested file or pay could reasonably be anticipated to result in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve a Material Adverse Change. A Borrower or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers Guarantor may defer payment of any contested taxes, provided that such Borrower shall or Guarantor (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware ”. Neither Borrowers nor Guarantors are aware of any claims or adjustments proposed for any of Borrower’s Borrowers’ or Guarantors’ prior tax years which could result in additional taxes becoming due and payable by Borrowers or Guarantors. Each Borrower that exceed Fifty Thousand Dollars ($50,000). Borrower and Guarantor has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not neither Borrowers nor Guarantor have withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowerany Borrower or Guarantor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal federal, state and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, state and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,00050,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower For any periods as to which the applicable statutes of limitations have not run, and except for deferred payment of any taxes contested in good faith by such Credit Party by appropriate proceedings promptly and diligently instituted and conducted, each Credit Party has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)Credit Party. To the extent Borrower defers Each Credit Party may defer payment of any contested taxes, Borrower shall provided that each Credit Party (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any ”. There are no claims or adjustments proposed for any of Borrowerany Credit Party’s prior tax years which that could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Credit Party. Borrower Each Credit Party has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, as applicable, and Borrower no Credit Party has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrowera Credit Party, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, as applicable.

Tax Returns and Payments; Pension Contributions. As of the date hereof, Borrower has timely filed all no knowledge of nor has it received a notice from any applicable governmental authority of the delinquency of any required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all or reports or any foreign, federal, and material state and local taxes, assessments, deposits and or contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any material claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Except as disclosed in the Perfection Certificate delivered on the Closing Date, each Loan Party has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower each Loan Party has timely paid all foreign, federal, and material state state, and local taxes, assessments, deposits and contributions owed by Borrower except such Loan Party in an amount greater than Five Hundred Thousand Dollars (a) $500,000), in all jurisdictions in which any such Loan Party is subject to taxes, including the extent United States, unless such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity accordance with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)next sentence. To the extent Borrower defers Any Loan Party may defer payment of any contested taxes, Borrower shall ; provided that such Loan Party: (ia) notify Collateral Agent in writing good faith contests its obligation to pay the taxes by appropriate proceedings SF\5875461.15 promptly and diligently instituted and conducted; (b) notifies Citibank of the commencement of, and any material development in, the proceedings, proceeding; and (iic) post bonds holds adequate reserves or take other appropriate provisions are maintained on the books of such Loan Party, as applicable, in accordance with GAAP and which do not involve, in the reasonable judgment of Citibank, any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any risk of the Collateral that sale, forfeiture or loss of any material portion of the Collateral. Except as disclosed in the Perfection Certificate delivered on the Closing Date, no Loan Party is other than a “Permitted Lien.” Borrower is unaware aware of any claims or adjustments proposed for any of Borrowersuch Loan Party’s prior tax years which could result in additional taxes in an amount greater than Five Hundred Thousand Dollars ($500,000) becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Loan Party. Borrower has Each Loan Party and its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in all material respects in accordance with their terms, and Borrower has not no Loan Party nor any of its Subsidiaries have, withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrowerto the Loan Parties, as a whole, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Except as disclosed in the Perfection Certificate, Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedeach Subsidiary, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent provided that Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Except as disclosed in the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid when due and payable or duly filed a valid extension therewith all Taxes, Governmental Authority, UK, foreign, federal, and material state state, and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.. 5.10

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all material foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional material taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “‘Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports that are required to be filed, and each Borrower has timely paid all material foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by such Borrower. Each Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that such Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in material additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and each Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation PBGC or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (except such returns or reports related to taxes as may be due or owing in an amount less than $100,000 in the aggregate), and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower (except (a) such returns or reports related to the extent such taxes are being contested as may be due or owing in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or an amount less than $100,000 in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower may defer payment of any contested taxes (except for payroll taxes and other tax obligations subject to a federal tax lien), provided that Borrower (a) to the extent such taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate, as of the Effective Date, Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Five Thousand Dollars ($50,0005,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably 5741777v2 be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower Borrower, except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such for taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed an aggregate amount of less than One Hundred Fifty Thousand Dollars ($50,000150,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes Borrower, other than those that are being not yet delinquent, or that are contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall to which adequate reserves have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To provided to the extent required by law and in accordance with GAAP. Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Each Borrower, or Parent on behalf of such Borrower, has timely filed all required foreign, federal and material state and local tax returns and reports, and each Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by such Borrower. A Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Parent or such Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is ”. Borrowers are unaware of any claims or adjustments proposed for any of either Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)either Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of either Borrower, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required foreign, federal income tax and other material state and local tax returns and reportsreports that are required to be filed, and each Borrower has timely paid all income tax and other material foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by such Borrower. Each Borrower except may defer payment of any contested income taxes and other material taxes, provided that such Borrower (a) to the extent such taxes are being contested in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Except as disclosed in the Perfection Certificates, each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could result in material additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and each Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation PBGC or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (except such returns or reports related to taxes as may be due or owing in an amount not to exceed Twenty Five Thousand Dollars ($25,000.00) in the aggregate), and Borrower has and its Subsidiaries, if any, have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower (except (a) such returns or reports related to the extent such taxes are being contested as may be due or owing in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, an amount not to exceed Fifty Twenty Five Thousand Dollars ($50,00025,000.00) in the aggregate). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. The Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and the Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) the Borrower, subject to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)following sentence. To the extent The Borrower defers may defer payment of any contested taxes; provided, that the Borrower shall (ia) notify Collateral in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies the Agent in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. The Borrower is unaware of any claims or adjustments proposed for any of the Borrower’s prior tax years which could would result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)the Borrower. The Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and the Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could would reasonably be expected to result in any liability of the Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal income tax returns and all other material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower Borrower, except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, the failure to so long as such reserve or other appropriate provision, if any, as shall timely pay could not reasonably be required in conformity with GAAP shall expected to have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)a material adverse effect on Borrower’s business. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. As of the Effective Date, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower, provided that Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, so long as Borrower shall (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, and (b) with respect to contested amounts in excess of Two Hundred Fifty Thousand Dollars ($250,000), (i) notify Collateral notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Except as set forth on the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required foreign, federal and material state and local tax returns and reportsTax returns, and Borrower and each of its Subsidiaries has timely paid paid, or made provision to pay, all foreign, federal, and material state state, national, and local taxesTaxes, assessments, deposits and contributions owed by Borrower except and its Subsidiaries (whether or not reflected on a Tax return) in excess of $50,000.00 in the aggregate; provided that Borrower may defer payment of any contested Taxes, provided further that Borrower (a) to the extent such taxes are being contested in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware has no knowledge of any claims or adjustments proposed or asserted for any of Borrower’s 's prior tax Tax years which could result in additional taxes Taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries (as defined below) have timely filed all required foreign, federal and material state and local tax returns and reportsreports (including those relating to employee tax withholding, social security and unemployment taxes), and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent or such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedSubsidiary, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than such [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. taxes that are the subject of a “Permitted Lien.” Contest. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which that could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, and material state state, national, and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars (excess of $50,000). To the extent 50,000.00; provided that Borrower defers may defer payment of any contested taxes, provided furtherthat Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsTax Returns, and Borrower has timely paid all foreign, federalpaid, and material state and local taxeswill timely pay, assessments, deposits and contributions all Taxes now or in the future owed by Xxxxxxxx. Borrower except (a) to may, however, defer payment of any of the extent such taxes foregoing which are being contested by Xxxxxxxx in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies NBE in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post bonds posts a bond or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of BorrowerXxxxxxxx’s prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including including, but not limited to, any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if for such taxes, assessmentsassessment, deposits and contributions that do not, individually or in the aggregate, exceed Fifty Thousand Dollars fifty thousand dollars ($50,000). To Notwithstanding the extent foregoing, Borrower defers may defer payment of any contested taxestaxes (except for payroll taxes and other tax obligations subject to a federal tax lien), provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Initial Lender in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes Borrower, other than those that are being not yet delinquent, or that are contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall to which adequate reserves have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To provided to the extent required by law and in accordance with GAAP. Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any material claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate or as could not reasonable be expected to result in a Material Adverse Change on the Borrower, Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long Borrower. Except as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or set forth in the aggregate, exceed Fifty Thousand Dollars ($50,000). To Perfection Certificate or as could not reasonable be expected to result in a Material Adverse Change on the extent Borrower defers payment of any contested taxesBorrower, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Except as could not reasonably be expected to result in a Material Adverse Change on the Borrower, Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower Borrower, other than taxes that exceed Fifty Thousand Dollars (may become payable in an amount not exceeding $50,000)350,000 as a result of a current tax audit in France for which adequate reserves have been established. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation inin (other than with respect to Centra in connection with the Centra Acquisition), and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, other than liability of Borrower in an amount not to exceed $350,000 in connection with the Centra Acquisition, for which adequate reserves have been established if so required by GAAP.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports required by applicable law, and Borrower has timely paid all foreign, federal, and material state and local applicable taxes, assessments, deposits and contributions owed owing by such Borrower except (a) to the extent and will timely pay all such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or items in the aggregatefuture as they became due and payable. Each Borrower may, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers however, defer payment of any contested taxes; provided, that such Borrower shall (i) notify Collateral Agent in good faith contests such Borrower's obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and ; (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” and (iv) maintains adequate reserves therefor in conformity with GAAP. Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Borrower. Each Borrower has paid paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and such Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of such Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (or extensions thereof), and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could would reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could would reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreignTax Returns, federal and material state and local tax except for returns and reports, and Borrower has timely paid all foreign, federal, and material state and local reports for taxes, assessments, deposits and contributions in an aggregate amount not exceeding Twenty-Five Thousand Dollars ($25,000), and Borrower has timely paid, and will timely pay, all Taxes now or in the future owed by Borrower. Borrower except (a) to may, however, defer payment of any of the extent such taxes foregoing which are being contested by Borrower in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies PFG in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body, except as could reasonably be expected to result in a Material Adverse Change.

Tax Returns and Payments; Pension Contributions. Co-Borrower has and each Subsidiary have (i) timely filed all required federal tax returns and timely paid all federal taxes owed by Co-Borrower and each Subsidiary, and (ii) timely filed or obtained extensions for filing all required material foreign, federal and material state and local tax returns and reports, and Co-Borrower has and each Subsidiary have timely paid all material foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Co-Borrower and each Subsidiary except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty are less than One Hundred Thousand Dollars ($50,000100,000). To Notwithstanding the extent forgoing, Co-Borrower defers may defer payment of any contested taxes, Borrower shall (i) notify Collateral Agent taxes in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” accordance with Section 6.3. Co-Borrower is unaware of any claims or adjustments proposed for any of Co-Borrower’s prior tax years which could result in additional taxes becoming due and payable by Co-Borrower that exceed Fifty in excess of One Hundred Thousand Dollars ($50,000100,000). Co-Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Co-Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Co-Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsTax Returns, and Borrower has timely paid all foreign, federalpaid, and will timely pay, all material state and local taxes, assessments, deposits and contributions Taxes now or in the future owed by Borrower. Borrower except (a) to may, however, defer pay­ment of any of the extent such taxes foregoing which are being contested by Borrower in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly instituted and diligently insti­tuted and conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies PFG in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax Tax years which could result in additional taxes Tax becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present pre­sent and future pension, profit sharing and deferred compensation com­pensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including in­cluding any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely (subject to permitted extensions) filed all required foreign, federal and material state and local tax returns and reports, and each Borrower has timely (subject to permitted extensions) paid all foreign, federal, state and material state and local taxes, assessments, deposits and contributions owed by such Borrower. Each Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that such Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Borrower. Each Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and such Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of such Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely (subject to permitted extensions) filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely (subject to permitted extensions) paid all foreign, federal, state and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required foreign, federal and material state and local tax returns and reportsTax returns, and Borrower and each of its Subsidiaries has timely paid paid, or made provision to pay, all foreign, federal, and material state state, national, and local taxesTaxes, assessments, deposits and contributions owed by Borrower except and its Subsidiaries (whether or not reflected on a Tax return) in excess of $100,000.00 in the aggregate; provided that Borrower may defer payment of any contested Taxes, provided further that Borrower (a) to the extent such taxes are being contested in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes Taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware has no knowledge of any claims or adjustments proposed or asserted for any of Borrower’s 's prior tax Tax years which could result in additional taxes Taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. (a) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required foreign, federal and material state and local tax returns and reports, and Borrower has and each of its Subsidiaries have timely paid paid, or submitted extensions for, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries except (ai) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s or any of its Subsidiary’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed or any of its Subsidiaries in excess of Fifty Thousand Dollars ($50,000)) in the aggregate. (b) Borrower has and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.Governmental Authority. 4.10

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, 28059520v3 including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars (excess of $50,000). To the extent 50,000.00; providedthat Borrower defers may defer payment of any contested taxes, providedfurther that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed (or made provisions to timely file for an extension), and will timely file, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower Borrower, except (a) to the extent such taxes that noncompliance could reasonably be expected to result in a Material Adverse Change. Borrower may, however, defer payment of any of the foregoing which are being contested by Borrower in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies PFG in writing of the commencement of, and any material development in, such proceedings, to the proceedingsextent the amount in controversy is $100,000 or more, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any material liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such assessments, deposits, contributions, and taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Fifty Thousand Dollars ($50,000150,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed in excess of One Hundred Fifty Thousand Dollars ($50,000150,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has Guarantor and its Subsidiaries have timely filed filed, and will timely file, all required foreign, federal income and other material state and local tax returns and reports, and Borrower has Guarantor and its Subsidiaries have timely paid paid, and will timely pay, all foreign, federal, and material state and local income and other material taxes, assessments, deposits and contributions now or in the future owed by Borrower them, except (a) for inadvertent failures to the extent such taxes file or pay which do not result in liability exceeding $1,000,000 and which are being promptly cured; provided that Guarantor and its Subsidiaries may defer payment of any contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do notcontributions, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall provided that they (i) in good faith contest their obligation to pay the taxes, assessments, deposits or contributions by appropriate proceedings promptly and diligently instituted and conducted, (ii) notify Collateral Agent Lender in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes taxes, assessments, deposits and contributions from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower Collateral. Guarantor is unaware of any claims or adjustments proposed for any of BorrowerGuarantor’s or its Subsidiaries prior tax years which could result in material additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)them. Borrower has paid Guarantor and its Subsidiaries have paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has they have not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerGuarantor or its Subsidiaries in excess of $1,000,000, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Guarantor has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower Guarantor has timely paid paid, or made provisions to pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested Guarantor in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed excess of Fifty Thousand Dollars ($50,000). To the extent Borrower defers ) for all Note Parties; provided, that Guarantor may defer payment of any contested taxes, Borrower shall provided further that Guarantor (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Purchaser in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware ”. Guarantor has no knowledge of any claims or adjustments proposed for any of Borrower’s Guarantor's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Guarantor. Borrower Guarantor has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower Guarantor has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerGuarantor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. The Borrower has timely filed filed, and will timely file, all tax returns and reports required by foreign, federal and material federal, state and local tax returns and reportslaw, and the Borrower has timely paid paid, and will timely pay, * all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually now or in the aggregatefuture owed by the Borrower *~. The Borrower may, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers however, defer payment of any contested taxes, provided that the Borrower shall (i) notify Collateral Agent in good faith contests the Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Silicon in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. The Borrower is unaware of any claims or adjustments proposed for any of the Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)the Borrower. The Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and the Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any * * * liability of the Borrower, including including, without limitation, any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.. * in all material respects ** provided that the Borrower shall pay any and all of such taxes, assessments, deposits and contributions the failure of which to pay results or may result in a lien on any of the Collateral *** material

Tax Returns and Payments; Pension Contributions. Borrower has Obligors have timely filed all required foreign, federal and material state and local tax returns and reports, or duly filed valid extensions therefore, and Borrower has have timely paid when due and payable all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except Obligors. Notwithstanding the foregoing, Obligors may defer payment of any contested taxes, provided that such Obligor (a) to the extent such taxes are being contested contests in good faith its obligation to pay the taxes by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is ”. Obligors are unaware of any claims or adjustments adjustments, in excess of Five Hundred Thousand Dollars ($500,000.00), proposed for any of Borrowersuch Obligor’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Obligors. Borrower has Obligors have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has have not withdrawn from participation in, and has have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowerany Obligor, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as otherwise disclosed, each Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports required by applicable law, and Borrower has timely paid all foreign, federal, and material state and local applicable taxes, assessments, deposits and contributions owed owing by such Borrower except (a) and will timely pay all such items in the future as they became due and payable. Each Borrower will diligently pursue the collection of all Tax Refunds to the fullest extent such taxes are being contested in good faith permitted by appropriate proceedings promptly instituted and diligently conductedlaw. Each Borrower may, so long as such reserve or other appropriate provisionhowever, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers defer payment of any contested taxes; provided, that such Borrower shall (i) notify Collateral Agent in good faith contests its obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and ; (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is and (iv) maintains adequate reserves therefor in conformity with GAAP. Borrowers are unaware of any claims or adjustments proposed for any of any Borrower’s 's prior tax years which that could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)any Borrower. Each Borrower has paid paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and no Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material federal, state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except except, in each case, (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty One Hundred Thousand Dollars ($50,000100,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty in excess of One Hundred Thousand Dollars ($50,000100,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (except such returns or reports related to taxes as may be due or owing in an amount less than Twenty Five Thousand Dollars ($25,000) in the aggregate), and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower (except (a) such returns or reports related to the extent such taxes are being contested as may be due or owing in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty an amount less than Twenty Five Thousand Dollars ($50,00025,000) in the aggregate). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (or filed valid extensions, related thereto), and Borrower has timely paid all foreign, federal, federal and state and all material state foreign and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP IRS Guidelines shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Lender in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of BorrowerXxxxxxxx’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.. 5.12

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Each Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports required by Applicable Law, and Borrower has timely paid all foreign, federal, and material state and local applicable taxes, assessments, deposits and contributions owed owing by such Borrower except (a) to the extent and will timely pay all such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or items in the aggregatefuture as they became due and payable. Each Borrower may, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers however, defer payment of any contested taxes; PROVIDED, that such Borrower shall (i) notify Collateral Agent in good faith contests such Borrower's obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, and ; (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral; and (iv) maintains adequate reserves therefor in conformity with GAAP. Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)such Borrower. Each Borrower has paid paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and such Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of such Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency, which could reasonably be expected to have a Material Adverse Effect.

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedingsany proceedings relating to any material taxes, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, or has obtained valid extensions for the filing of, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,00050,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed shown due by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Except as set forth in the Perfection Certificate, Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid when due and payable or duly filed a valid extension therewith all Taxes, Governmental Authority, UK, foreign, federal, and material state state, and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely Each Loan Party and each of its Subsidiaries have filed all required foreign, federal income and other material state and local tax returns and reportsreports (or extensions thereof), and Borrower has each Loan Party and each of its Subsidiaries have timely paid all material foreign, federal, and material state state, and local taxesTaxes, assessments, deposits and contributions owed by Borrower except (a) such Loan Party and such Subsidiaries in all jurisdictions in which any such Loan Party or any such Subsidiary is subject to Taxes, including the extent United States, unless such taxes Taxes are being contested in accordance with the next sentence. Each Loan Party and each of its Subsidiaries may defer payment of any contested Taxes, provided that such Loan Party or such Subsidiary, (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve ; and (b) maintains adequate reserves or other appropriate provision, if any, as shall be required provisions on its books in conformity accordance with GAAP shall have been made therefor, or GAAP. There are no Liens for any Taxes (bother than Permitted Liens) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware Collateral. Each of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due the Loan Parties and payable by Borrower that exceed Fifty Thousand Dollars ($50,000). Borrower its Subsidiaries has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower none of the Loan Parties or any of its Subsidiaries has not withdrawn from participation in, and has not permitted partial or complete termination of, or has permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowersuch Loan Party or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required federal tax returns and reports and all material foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsTax Returns, and Borrower has timely paid all foreign, federalpaid, and material state and local taxeswill timely pay, assessments, deposits and contributions all Taxes now or in the future owed by Borrower Borrower, except (a) to the extent such taxes Taxes do not in the aggregate exceed $25,000. Borrower may, however, defer payment of any of the foregoing which are being contested by Borrower in good faith faith, provided that Borrower (i) contests the same by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies PFG in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (or extensions thereof), and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such for taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty of up to Seventy-Five Thousand Dollars ($50,000)75,000.00) in the aggregate. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” . Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could would reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could would reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower Each Obligor has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsTax Returns, and Borrower each Obligor has timely paid all foreign, federalpaid, and will timely pay, all material state Taxes now owed or becoming due and local taxespayable in the future by such Obligor. Any Obligor may, assessmentshowever, deposits and contributions owed defer payment of any of the foregoing which are contested by Borrower except (a) to the extent such taxes are being contested in good faith faith, provided that such Obligor (i) contests the same by appropriate proceedings promptly and diligently instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (bii) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent notifies PFG in writing of the commencement of, and any material development in, the proceedingscontesting proceedings initiated by Xxxxxxx, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes same from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” assets of Borrower or its Subsidiaries. Except as provided in the Commission Documents, Obligor is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes material Taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)an Obligor. Borrower Except as provided in the Commission Documents, each Obligor has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance in all material respects with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body. For purposes of this Section, the term “material” in relation to a monetary obligation or consequence means an amount of $1,000,000 or more.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower Borrower, except (a) to the extent such taxes are those being contested in good faith by appropriate proceedings promptly instituted and diligently conductedwith adequate reserves under GAAP, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any . To Borrower’s knowledge, there are no claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local other material tax returns and reports, and Borrower has timely paid all foreign, federal, federal and state and other material state foreign and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all material foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower and each Subsidiary, except (a) to the extent such taxes those that are being contested in good faith by appropriate pursuant to proceedings promptly instituted being diligently pursued and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required for which reserves in conformity accordance with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)created. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower Borrower, except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such for taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty an aggregate amount not exceeding Five Hundred Thousand Dollars ($50,000)500,000.00) in the aggregate. To the extent Borrower defers may defer payment of any contested taxestaxes in an aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00), provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted and (b) retains reserves for such taxes on its balance sheet as required by GAAP. Except as disclosed in writing of the commencement ofto Bank, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty in an aggregate amount in excess of Five Hundred Thousand Dollars ($50,000500,000.00). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower in excess of Five Hundred Thousand Dollars ($500,000.00), including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, subject to any validly filed extensions, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Twenty Five Thousand Dollars ($50,00025,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, and material state state, national, and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars (excess of $50,000). To the extent 50,000.00; provided that Borrower defers may defer payment of any contested taxes, provided further that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware has no knowledge of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, or has obtained extensions for filing, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed in excess of Fifty Thousand Dollars ($50,000). Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually now or in the aggregatefuture owed by Borrower. Borrower may, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers however, defer payment of any contested taxes, provided that Borrower shall (i) notify Collateral Agent in good faith contests Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Silicon in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.. SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------

Tax Returns and Payments; Pension Contributions. Except as disclosed in the Perfection Certificate, Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conductedeach Subsidiary, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent provided that Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Except as disclosed in the Perfection Certificate, Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required federal, and all material foreign, federal and material state and local local, tax returns and reports, and Borrower has timely paid all foreign, federalfederal and all material foreign, and material state and local taxes, assessments, deposits and contributions owed by Borrower. Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in any material additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower; other than certain delinquent states sales and income taxes for which Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted has maintained adequate reserves and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or which Borrower is in the aggregate, exceed Fifty Thousand Dollars ($50,000)process of remedying. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually now or in the aggregatefuture owed by Borrower. Notwithstanding the foregoing, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests Borrower’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has and each Subsidiary have timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, proceedings and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required foreign, federal and material state and local tax returns and reportsreports required by applicable law, and Borrower has timely paid all foreign, federalpaid, and material state and local will timely pay, all applicable taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually now or in the aggregatefuture owed by Borrower. Borrower may, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers however, defer payment of any contested taxes, provided that Borrower shall (i) notify Collateral Agent in good faith contests Borrower's obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies GC in writing of the commencement of, and any material development in, the proceedings, and (iiiii) post posts bonds or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any of the Collateral that is other than a “Permitted Lien.” Collateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)which could not reasonably be expected to have a material adverse effect on the financial condition or business of Borrower. Borrower has paid paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has Borrower, Sole Member and Guarantor have timely filed filed, and will timely file, all tax returns and reports required by foreign, federal and material federal, state and local tax returns and reportslaw, and Borrower has Xxxxxxxx, Sole Member and Guarantor have timely paid paid, and will timely pay, all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually now or in the aggregatefuture owed by Borrower, exceed Fifty Thousand Dollars ($50,000)Sole Member or Guarantor. To the extent Borrower defers Borrower, Sole Member and Guarantor may, however, defer payment of any contested taxes, Borrower shall provided that Xxxxxxxx, Sole Member or Guarantor, as applicable (i) in good faith contests said Person’s obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notify Collateral Agent Lender in writing of the commencement of, and any material development developments in, the proceedings, and (iiiii) post bonds posts bonds, reserves with Lender, or take takes any other steps required to prevent keep the governmental authority levying such contested taxes from obtaining becoming a Lien lien upon any the Property. As of the Collateral that is other than a “Permitted Lien.” date hereof, Borrower is unaware of any claims or adjustments proposed for any of Borrower, Sole Member or Guarantor’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)said Person. Borrower has paid and Sole Member have paid, and shall continue to pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has and Sole Member have not withdrawn and will not withdraw from participation in, and has not permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrowersaid Person, including any liability to the “Pension Benefit Guaranty Corporation Corporation” (as defined in ERISA) or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reportsreports (including those relating to employee tax withholding, social security and unemployment taxes), and Borrower has and its Subsidiaries have timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower Borrower, except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or permitted in the aggregate, exceed Fifty Thousand Dollars ($50,000)next sentence. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could reasonably be expected to result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Borrower has timely paid all foreign, federal, and material state and local taxes, assessments, deposits and contributions owed by Borrower except (a) where failure to the extent such taxes are being contested do so would not reasonably be expected to result in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000)a Material Adverse Change. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s 's prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted experienced a partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.

Tax Returns and Payments; Pension Contributions. Co-Borrower has timely filed all required foreign, federal and material state and local tax returns and reports, and Co-Borrower has timely paid all foreign, federal, and material provincial, state and local taxes, assessments, deposits and contributions owed by Co-Borrower. Co-Borrower except (a) to the extent such taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Co-Borrower shall (ia) notify Collateral Agent in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iic) post posts bonds or take takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” ”. Co-Borrower is unaware of any claims or adjustments proposed for any of Co-Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower that exceed Fifty Thousand Dollars ($50,000)Co-Borrower. Co-Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Co-Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Co-Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.