The Originator will duly pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, rates, assessments, fees and governmental charges upon or against the Originator or such Subsidiary or against their respective property, in each case before the same becomes delinquent and before penalties accrue thereon, unless and to the extent that (i) the same is being contested in good faith and by appropriate proceedings and adequate reserves under GAAP are provided therefor or (ii) the same would not reasonably be expected to give rise to an Adverse Claim that would not be permitted under Section 5.02 .