The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material Taxes imposed upon the Borrower or its Subsidiaries, or upon the income or profits of the Borrower or its Subsidiaries, or upon any properties belonging to the Borrower or its Subsidiaries, in each case on a timely basis, and all lawful claims which, if unpaid, might become a lien or charge not otherwise permitted under Section 5.22(a) upon any properties of the Borrower or any such Subsidiary; provided that none of the Company or any such Subsidiary shall be required to pay any such material Tax which is being contested in good faith and by appropriate proceedings if the Borrower or any such Subsidiary has maintained adequate reserves with respect thereto in accordance with GAAP.