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

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports required to be filed by Borrower, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00). 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present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers defer payment of any contested taxes, provided that Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). To the extent Borrower or any Subsidiary defers payment of any contested taxes, Borrower shall (i) notify 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 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 in excess of Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). 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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries have timely paid all foreign, provincial, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 has obtained an extension to file) all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.005,000.00). 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 file when due, all required federal and state tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, and will pay when due, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers however, defer payment of any contested taxes, Borrower shall provided that Borrower: (i) notify Bank 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 material tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all material foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.0025,000). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 '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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrower(or timely extensions therefore), and each Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that such Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 and its Subsidiaries have timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries, if any, have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in the aggregate in excess of Twenty-Five Two Hundred Fifty Thousand Dollars ($25,000.00250,000). 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 tax returns and reports required to (or extensions thereof as may be filed permitted by Borrowerapplicable law), and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, except for such periods for which no tax liability has been incurred, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 of $250,000.00 or more becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by BorrowerTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, 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 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 reports required to be filed by Borrowerreports, 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 in excess of Twenty-Five that exceed Fifty Thousand Dollars ($25,000.0050,000). 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 tax returns and reports required to be filed by Borrowerapplicable law, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local 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 Twenty-Five Thousand Dollars ($25,000.00generally accepted accounting principles consistently applied). To the extent Borrower defers may, however, defer payment of any contested taxes, provided that Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Except as disclosed in the Perfection Certificate, Borrower has and each Subsidiary have timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent provided that Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 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 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 Borrower. Except as could not reasonably be expected to result in excess of Twenty-Five Thousand Dollars ($25,000.00). 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, state and local tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 in excess of Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000.00). 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 Each Borrower, or Parent on behalf of such Borrower, has timely filed all required tax returns and reports required to be filed by Borrowerreports, and each Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Parent or such Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has timely filed all required tax returns and reports required (except such returns or reports related to taxes as may be filed by Borrowerdue 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, 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 Twenty-Twenty Five Thousand Dollars ($25,000.00) in the aggregate). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required reports, subject to be any validly filed by Borrowerextensions, and Borrower has timely paid all foreign, federal, 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 Twenty-Twenty Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and the Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)following sentence. To the extent The Borrower defers may defer payment of any contested taxes; provided, that the Borrower shall (ia) notify Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Each Borrower has timely (subject to permitted extensions) filed all required tax returns and reports required to be filed by Borrowerreports, and each Borrower has timely (subject to permitted extensions) paid all foreign, federal, state and material 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that such Borrower shall (ia) notify 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 reasonably be expected to result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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. (a) Borrower has and each of its Subsidiaries have timely filed filed, or submitted extensions for, all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and each of its Subsidiaries have timely paid paid, or submitted extensions for, all foreign, federal, 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 or any of its Subsidiary’s prior tax years which could result in additional taxes becoming due and payable by Borrower or any of its Subsidiaries in excess of Twenty-Five Fifty Thousand Dollars ($25,000.00)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 timely filed all required tax returns and reports required (except such returns or reports related to taxes as may be filed by Borrowerdue or owing in an amount less than $100,000 in the aggregate), and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, 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 Twenty-Five Thousand Dollars (excess of $25,000.00). To the extent 50,000.00; provided that Borrower defers may defer payment of any contested taxes, provided further that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, 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 Twenty-Five Thousand Dollars (excess of $25,000.00). To the extent 50,000.00; providedthat Borrower defers may defer payment of any contested taxes, providedfurther that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by BorrowerTax returns, and Borrower and each of its Subsidiaries has timely paid paid, or made provision to pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required (including those relating to be filed by Borroweremployee tax withholding, social security and unemployment taxes), and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 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 LienContest. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, 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, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, state and material 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 in excess of Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). 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 its Subsidiaries have timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 Obligor has timely filed filed, and will timely file, all required tax returns and reports required to be filed by BorrowerTax Returns, and Borrower each Obligor has timely paid paid, and will timely pay, all foreignmaterial Taxes now owed or becoming due and payable in the future by such Obligor. Any Obligor may, federalhowever, state and local taxes, assessments, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 Lienassets of Borrower or its Subsidiaries. Borrower 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 an Obligor. Except as provided in excess of Twenty-Five Thousand Dollars ($25,000.00). Borrower 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 and each Subsidiary have timely filed all required material tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all material foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 material taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 material tax returns and reports that are required to be filed by Borrowerfiled, and each Borrower has timely paid all material foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that such Borrower shall (ia) notify 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 result in material additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five an aggregate amount of less than One Hundred Fifty Thousand Dollars ($25,000.00150,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by BorrowerTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions material 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has and each Subsidiary have timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all material foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)created. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerand all material foreign, state and local tax returns and reports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, or made provision to pay, all foreign, federal, 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 Twenty-Five Thousand Dollars (excess of $25,000.00). To the extent 50,000.00; provided that Borrower defers may defer payment of any contested taxes, provided furtherthat Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required (including those relating to be filed by Borroweremployee tax withholding, social security and unemployment taxes), and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)next sentence. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. 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 tax returns and or reports required to be filed by Borrower, and Borrower has timely paid all or any foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Co-Borrower has and each Subsidiary have (i) timely filed all required federal tax returns and reports required to be filed by Borrower, and Borrower has 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, federalstate and local tax returns and reports, and Co-Borrower and each Subsidiary have timely paid all material foreign, 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 Twenty-Five are less than One Hundred Thousand Dollars ($25,000.00100,000). To Notwithstanding the extent forgoing, Co-Borrower defers may defer payment of any contested taxes, Borrower shall (i) notify Bank 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 Lienaccordance 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 in excess of Twenty-Five One Hundred Thousand Dollars ($25,000.00100,000). 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 all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-an aggregate amount not exceeding Five Hundred Thousand Dollars ($25,000.00)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 Bank 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 in an aggregate amount in excess of Twenty-Five Hundred Thousand Dollars ($25,000.00500,000.00). 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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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, state and material local tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, state and material 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)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 Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by BorrowerApplicable Law, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers however, defer payment of any contested taxes; PROVIDED, that such Borrower shall (i) notify Bank 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 LienCollateral; 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 Guarantor and its Subsidiaries have timely filed filed, and will timely file, all required income and other material tax returns and reports required to be filed by Borrowerreports, and Borrower has Guarantor and its Subsidiaries have timely paid paid, and will timely pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 Bank 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 LienCollateral. Borrower 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 has timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 (subject to permitted extensions) filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely (subject to permitted extensions) paid all foreign, federal, state and material 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 reasonably be expected to result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 Obligors have timely filed all required tax returns and reports required to be reports, or duly filed by Borrowervalid extensions therefore, and Borrower has have timely paid when due and payable all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerapplicable law, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers defer payment of any contested taxes; provided, that such Borrower shall (i) notify Bank 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 Lienand (iv) maintains adequate reserves therefor in conformity with GAAP. Borrower is 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required (except such returns or reports related to taxes as may be filed by Borrowerdue or owing in an amount less than Twenty Five Thousand Dollars ($25,000) in the aggregate), and Borrower has timely paid all foreign, federal, 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 Twenty-an amount less than Twenty Five Thousand Dollars ($25,000.0025,000) in the aggregate). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 Borrower, other than taxes that may become payable in excess an amount not exceeding $350,000 as a result of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has timely filed filed, and will timely file, all required tax returns and reports required to be filed by BorrowerTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrower(or extensions thereof), and Borrower has timely paid all foreign, federal, 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 Twentyof up to Seventy-Five Thousand Dollars ($25,000.00)75,000.00) in the aggregate. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 would reasonably be expected to result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars fifty thousand dollars ($25,000.0050,000). 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 Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). 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 Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, 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, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 Borrower, Sole Member and Guarantor have timely filed filed, and will timely file, all required tax returns and reports required to be filed by Borrowerforeign, federal, state and local law, and Borrower has Xxxxxxxx, Sole Member and Guarantor have timely paid paid, and will timely pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)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 Bank 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Except as disclosed in the Perfection Certificate, Borrower has and each Subsidiary have timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent provided that Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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”. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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, state and local, tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federalfederal and all material foreign, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 any material additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)process of remedying. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.005,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 and each of its Subsidiaries has timely filed all required tax returns and reports required to be filed by BorrowerTax returns, and Borrower and each of its Subsidiaries has timely paid paid, or made provision to pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower each Loan Party has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)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 Bank 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. The Borrower has timely filed filed, and will timely file, all required tax returns and reports required to be filed by Borrowerforeign, federal, state and local law, and the Borrower has timely paid paid, and will timely pay, * all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers however, defer payment of any contested taxes, provided that the Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Each Borrower has timely filed all required tax returns and reports required to be filed by Borrowerapplicable law, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers however, defer payment of any contested taxes; provided, that such Borrower shall (i) notify Bank 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 Lienand (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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrower(or extensions thereof), and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 would reasonably be expected to result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 all required federal income tax returns and reports required to be filed by Borrowerall other material tax returns and reports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)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 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”. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 income tax and other material tax returns and reports that are required to be filed by Borrowerfiled, and each Borrower has timely paid all income tax and other material foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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”. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 state and other material tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, federal and state and other material 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). 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 tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be (or filed by Borrowervalid extensions, related thereto), and Borrower has timely paid all foreign, federal, federal and state and all material 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 Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 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 in excess of Twenty-Five Fifty Thousand Dollars ($25,000.0050,000). 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 timely filed filed, and will timely file, all required tax returns and reports required to be filed by BorrowerTax Returns, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Except as set forth in the Perfection Certificate, Borrower has timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and its Subsidiaries have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)a Material Adverse Change. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 's prior tax years which could result in additional taxes becoming due and payable by Borrower in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Co-Borrower has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers may defer payment of any contested taxes, provided that Co-Borrower shall (ia) notify 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”. 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 in excess of TwentyCo-Five Thousand Dollars ($25,000.00)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.

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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid all foreign, federal, 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 Twenty-Five One Hundred Fifty Thousand Dollars ($25,000.00150,000). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 in excess of Twenty-Five One Hundred Fifty Thousand Dollars ($25,000.00150,000). 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 timely filed filed, and will timely file, all required tax returns and reports required to be filed by Borrowerreports, and Borrower has timely paid paid, and will timely pay, all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers however, defer payment of any contested taxes, provided that Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has timely filed filed, and will timely file, all required tax Tax Returns, except for returns and reports required to be filed by Borrower, and Borrower has timely paid all foreign, federal, state and local for 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 an aggregate amount not exceeding Twenty-Five Thousand Dollars ($25,000.0025,000), and Borrower has timely paid, and will timely pay, all Taxes now or in the future owed by Borrower. To the extent Borrower defers may, however, defer payment of any of the foregoing which are contested taxesby Borrower in good faith, provided that Borrower shall (i) notify Bank contests the same by appropriate proceedings promptly and diligently instituted and conducted, (ii) 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 LienCollateral. 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has timely Each Loan Party and each of its Subsidiaries have filed all required income and other material tax returns and reports required to be filed by Borrower(or extensions thereof), and Borrower has each Loan Party and each of its Subsidiaries have timely paid all material foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify 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 LienCollateral. Borrower is unaware 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 in excess of Twenty-Five Thousand Dollars ($25,000.00). 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. Each Borrower and Guarantor has timely filed all required tax returns and reports required to be filed by Borrowerreports, and each Borrower and Guarantor has timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers Guarantor may defer payment of any contested taxes, provided that such Borrower shall or Guarantor (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00). 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 and each Subsidiary have timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower has and each Subsidiary have timely paid all foreign, federal, 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 Twenty-Five Thousand Dollars ($25,000.00)each Subsidiary. To the extent Borrower defers may defer payment of any contested taxes, provided that Borrower shall (ia) notify 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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 Guarantor has timely filed all required tax returns and reports required to be filed by Borrowerreports, and Borrower Guarantor has timely paid paid, or made provisions to pay, all foreign, federal, 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 Twenty-Five excess of Fifty Thousand Dollars ($25,000.00). To the extent Borrower defers 50,000) for all Note Parties; provided, that Guarantor may defer payment of any contested taxes, Borrower shall provided further that Guarantor (ia) notify Bank 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 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 in excess of Twenty-Five Thousand Dollars ($25,000.00)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. Borrower has timely filed filed, and will timely file, all required tax returns and reports required to be filed by Borrowerapplicable law, and Borrower has timely paid paid, and will timely pay, all foreign, federal, state and local 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 Twenty-Five Thousand Dollars ($25,000.00). To the extent Borrower defers however, defer payment of any contested taxes, provided that Borrower shall (i) notify Bank 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 LienCollateral. 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 in excess which could not reasonably be expected to have a material adverse effect on the financial condition or business of Twenty-Five Thousand Dollars ($25,000.00)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.