Common use of Pay Taxes Clause in Contracts

Pay Taxes. (a) Except as disclosed on EXHIBIT 4-13, (i) all material Tax returns that relate to or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in full. (b) Each Loan Party has, and hereafter shall: pay, as they become due and payable, all material Taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority, except to the extent such Taxes are being contested by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAP; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Parties; and timely file all material Tax and other returns and other reports with each governmental authority to whom a Loan Party is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s Employee Benefit Plan as the Agent, in the Agent’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns for all tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-12, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) To the Borrower's knowledge, no state and local income, excise, sales and other taxes are past due. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state or local taxes. No issue has been raised in any (c) Except as disclosed on said EXHIBIT 4-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance (other than a Permitted Encumbrance) upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentAgent , in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The Borrower has been a member of the affiliated group (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended) of which Federated Department Stores, Inc. is the common parent (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended) and which has included the Seller and the Borrower since 1995. (b) Except as disclosed on EXHIBIT 4-13, (i) all material Tax tax returns (federal, state, local or foreign) that relate to or include any Loan Party the Borrower and that are due on or before the Effective Datedate hereof, taking into account any extensions for the filing thereof, have been or will be prepared and timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax tax returns are or will be correct and complete in all material respectsinsofar as they relate to the Borrower, and (iii) all material Taxes taxes (federal, state, local or foreign) for which a Loan Party the Borrower may be liable that are due (whether or not shown on any tax return) have been or will be paid in full. (bc) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to the extent such Taxes taxes are being contested by a Loan Party the Borrower in good faith, and adequate reserves are being maintained therefor on Loan Parties the Borrower's books in accordance with GAAP; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (cd) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the Agent, in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed on EXHIBIT 4-13, (i) all material Tax No federal income tax returns that relate to or include of any Loan Party Borrower is presently under examination by the Internal Revenue Service. All deficiencies, assessments, and that are due on or before the Effective Date, taking into account other amounts asserted as a result of any extensions for the filing thereof, previous examination have been timely filed in accordance in all material respects with fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable Requirements to the right of Law, the Internal Revenue Service to assert a deficiency or make any other claim (ii) all such Tax No returns are correct of any Borrower for state and complete in all material respectslocal income, excise, sales, and (iii) all material Taxes for which other taxes is presently being examined by the relevant taxing authority. All deficiencies, assessments, and other amounts asserted as a Loan Party may be liable that are due (whether or not shown on result of any tax return) previous examination have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in fullrespect to any such state taxes. No issue has been raised in any examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (b) Each Loan Party Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party such Borrower or by any governmental authority, except to the extent ; properly exercise any trust responsibilities imposed upon such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiessuch Borrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party each Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, any Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authorityauthority (provided, except however, that the Borrower shall have the right to contest the extent payment of such Taxes are being contested taxes or other charges as long as no encumbrance is placed upon the Collateral); properly exercise any trust responsibilities imposed upon the Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, the Lender may, after notice to the occurrence, Borrower and during the continuance, only after an Event of a Suspension Event, the Agent mayDefault has occurred, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed on set forth in EXHIBIT 47-13, (i) all material Tax returns that relate to the best of the Borrower's knowledge, there are no examinations of or include with respect to any Loan Party and that are due on Borrower presently being conducted by the Internal Revenue Service or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (b) Each Loan Party Except as set forth in EXHIBIT 7-13, each Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party such Borrower or by any governmental authority, except to the extent ; properly exercise any trust responsibilities imposed upon such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiessuch Borrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in each casegood faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, taking into account any applicable extension periodsas the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (c) At Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, such Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent’s 's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s such Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed The Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns for all examined tax years through and including the Borrowers' taxable year referenced on EXHIBIT 4-13, (i) all material Tax returns that relate to or include any Loan Party annexed hereto, and that are due on or before the Effective Dateall deficiencies, taking into account any extensions for the filing thereofassessments, and other amounts asserted as a result of such examinations have been timely filed in accordance in all material respects with fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable Requirements to the right of Lawthe Internal Revenue Service to assert a -------------------------------------------------------------------------------- Page 55 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BANKBOSTON RETAIL FINANCE, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in full.INC. -------------------------------------------------------------------------------- (b) Each Loan Party hasThe Borrowers have received written notice from the respective state and local taxing authorities to which the Borrowers are subject that such authorities have completed their respective examination of the Borrowers' return(s) for all state and local income, excise, sales, and other taxes for which the Borrowers are liable for the respective examined tax years referenced on EXHIBIT 4-13, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-13, there are no examinations of or with respect to the Borrowers presently being conducted by the Internal Revenue Service or any other taxing authority. (d) The Borrowers have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Partythe Borrowers, or any one of them, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrowers or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrowers by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrowers' receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrowers; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrowers is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Partythe Borrowers, or any one of them, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s Employee Benefit Plan as the Agent-------------------------------------------------------------------------------- Page 56 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BANKBOSTON RETAIL FINANCE, in the Agent’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4)INC. In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.--------------------------------------------------------------------------------

Pay Taxes. (a) Except as disclosed on set forth in EXHIBIT 47-13, (i) all material Tax returns that relate to the best of the Borrower's knowledge, there are no examinations of or include with respect to any Loan Party and that are due on Borrower presently being conducted by the Internal Revenue Service or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (b) Each Loan Party Except as set forth in EXHIBIT 7-13 and except as would not be material, each Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, Borrower or the Collateral by any person or entity Person whose claim could result in an Encumbrance upon any asset of any Loan Party such Borrower or by any governmental authority, except to the extent ; properly exercise any trust responsibilities imposed upon such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiessuch Borrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in each casegood faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, taking into account any applicable extension periodsas the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (c) At Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, such Borrower or the Collateral by any person or entity Person or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent’s 's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s such Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation...

Pay Taxes. (a) As of the date of this Agreement, the Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns for all tax years through and including the Borrowers' taxable year referenced on EXHIBIT 4.15, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid, settled or otherwise resolved. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. Except as set forth on EXHIBIT 4.15, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) As of the date of this Agreement, the Borrowers have paid all state and local income, excise, sales, and other taxes which are due and for which the Borrowers are liable except, as referenced on EXHIBIT 4.15, and have filed all returns required with respect to such taxes. (c) Except as disclosed on EXHIBIT 4-134.15, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party hasThe Borrowers have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party or by any governmental authority, except to the extent such Taxes are being contested by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAP; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Parties; and timely file all material Tax and other returns and other reports with each governmental authority to whom a Loan Party is obligated to so file, in each case, taking into account any applicable extension periods.other (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrowers or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Employee Benefit Plan maintained by the Borrowers as the Agent, in the Agent’s 's discretion, may deem necessary or desirable, desirable to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrowers' failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns for all tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-14, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. The Borrower is not aware of any issues which have been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service, which is not reflected in the Borrower's financial statements. (b) The Borrower has received written notice from the respective state and local taxing authorities to which the Borrower is subject that such authorities have completed their respective examination of the Borrower's returns for all state and local income, excise, sales, and other taxes for which the Borrower is liable for the respective tax years referenced on EXHIBIT 4-14, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-1314, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, authority except to for such taxes as the extent such Taxes are being contested by a Loan Party Borrower disputes in good faith, faith and for which it has established adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreserves; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the Agent, in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns for all tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-12, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) To the Borrower's knowledge, no state and local income, excise, sales and other taxes are past due. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state or local taxes. No issue has been raised in any examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance other than a Permitted Encumbrance) upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) As of the date of this Agreement, the Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns for all tax years through and including the Borrowers' taxable year referenced on EXHIBIT 4:4-14, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. Except as set forth on EXHIBIT 4:4-14, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any Fiscal Year open for examination, assessment, or claim by the Internal Revenue Service. (b) As of the date of this Agreement, the Borrowers have paid all state and local income, excise, sales, and other taxes for which the Borrowers are liable, as referenced on EXHIBIT 4:4-14, annexed hereto, and have filed all returns for such taxes required to have been so filed. (c) Except as disclosed on said EXHIBIT 44:4-1314, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrowers presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party hasThe Borrowers have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, any Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrowers by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrowers' receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrowers; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party is the Borrowers are obligated to so file, provided, however, the Borrowers may timely contest in each casegood faith and by appropriate proceedings, taking into account any applicable extension periodsamount which it is obligated to pay as provided in this Section 4:4-14(d), but only if and for so long as no lien is filed on any of the Collateral with respect to such taxes. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrowers or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrowers' Employee Benefit Plan as the AgentAgent , in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrowers' failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise. sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles. reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party The Borrower has, . and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrowers Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, maintain preserve collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-14, annexed hereto, and all deficiencies, assessments, and other ------------ amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-14, annexed hereto, and all deficiencies, assessments, and other ------------ amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1314, (i) all material Tax returns that relate there are no examinations ------------ of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) As of the date of this Agreement, the Borrowers have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' federal income tax returns for all tax years through and including the Borrowers' taxable year referenced on EXHIBIT 4-15, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. Except as set forth on EXHIBIT 4-15, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any Fiscal Year open for examination, assessment, or claim by the Internal Revenue Service. (b) As of the date of this Agreement, the Borrowers have paid all state and local income, excise, sales, and other taxes for which the Borrowers are liable, as referenced on EXHIBIT 4-15, annexed hereto, and have filed all returns for such taxes required to have been so filed. (c) Except as disclosed on said EXHIBIT 4-1315, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrowers presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party hasThe Borrowers have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, any Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrowers by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrowers' receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrowers; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s Employee Benefit Plan as the Agent, in the Agent’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed on EXHIBIT 4-13, (i) all material Tax The federal income tax returns that relate to or include any Loan Party and that are due on or before of the Effective Date, taking into account any extensions for the filing thereof, Borrower have been timely filed with the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year ending December 31, 1995, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in accordance respect to federal income taxes. No issue has been raised by the Internal Revenue Service which, by application of similar principles, reasonably could be expected to result in all material respects with applicable Requirements the assertion of Lawa deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (ii) all such Tax All returns are correct of the Borrower for state and complete in all material respectslocal income, excise, sales, and other taxes have been filed, except as provided in EXHIBIT 5-14, attached hereto, for all fiscal years through and including the Borrower's taxable year December 31, 1995, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (iii) all material Taxes for which a Loan Party may be liable that There are due (whether no examinations of or not shown on with respect to the Borrower presently being conducted by the Internal Revenue Service or any tax return) have been paid in fullstate taxing authority. (b) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature leviedlevied (unless contested by the Borrower in good faith and in accordance with such requirements and rules of the relevant taxing authority, provided notice of same is delivered to the Lender), assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed on set forth in EXHIBIT 45-13, (i) all material Tax returns that relate to the best of the Borrowers' knowledge, there are no examinations of or include with respect to any Loan Party and that are due on Borrower presently being conducted by the Internal Revenue Service or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (b) Each Loan Party Except as set forth in EXHIBIT 5-13 and except as would not be material, each Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, Borrower or the Collateral its assets by any person or entity Person whose claim could result in an Encumbrance upon any asset of any Loan Party such Borrower or by any governmental authority, except to the extent ; properly exercise any trust responsibilities imposed upon such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiessuch Borrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in each casegood faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, taking into account any applicable extension periodsas the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (c) At Except as set forth in EXHIBIT 5-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, such Borrower or the Collateral its assets by any person or entity Person or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent’s 's reasonable discretion, may deem necessary or desirable, desirable to protect, maintain, preserve, collect, maintain or realize upon preserve any or all of the Collateral properties or assets of such Borrower or the value thereof or any right or remedy pertaining thereto, ; provided, however, the Administrative Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s such Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) As of the date of this Agreement, the Borrowers and Guarantors have received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrowers' and Guarantors federal income tax returns for all tax years through and including the Borrowers' taxable year referenced on EXHIBIT 4.15, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid, settled or otherwise resolved. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. Except as set forth on EXHIBIT 4.15, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) As of the date of this Agreement, the Borrowers and Guarantors have paid all state and local income, excise, sales, and other taxes which are incurred or arise after the Petition Date and for which the Borrowers are liable except, as referenced on EXHIBIT 4.15, and have filed all returns required with respect to such taxes. (c) Except as disclosed on EXHIBIT 4-134.15, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrowers or include Guarantors presently being conducted by the Internal Revenue Service or any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party has, The Borrowers and hereafter Guarantors at all times after the Petition Date shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges arising or incurred after the Petition Date of any kind or nature levied, assessed or claimed against such Loan Party, any Borrower or Guarantor or the Collateral by any person or entity whose claim could reasonably be expected to result in an Encumbrance upon any asset of any Loan Party Borrower or Guarantor or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrowers or Guarantors by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of any Borrower's or Guarantor's receipt of sales tax or other funds for the account of any third party; timely make all Post-Petition contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrowers or Guarantors; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party is with which the Borrowers or Guarantors are obligated to file after the Petition Date, PROVIDED, HOWEVER, any Borrower or Guarantor may timely contest in good faith and by appropriate proceedings any amount of the type described in this Section 4.15(d) which it is alleged to be obligated to pay, but only if and for so filelong as no lien is filed on any of the Collateral with respect to such taxes, in each case, taking into account any applicable extension periodsand adequate cash reserves have been set aside for the payment thereof. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any TaxesPost-Petition taxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrowers or Guarantors or the Collateral by any person or entity or governmental 101 authority, and make any contributions or other payments on account of a Loan Party’s any Employee Benefit Plan maintained by the Borrowers or Guarantors as the Agent, in the Agent’s 's discretion, may deem necessary or desirable, desirable to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, providedPROVIDED, howeverHOWEVER, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrowers' or Guarantors' failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed The Obligors have received written notice from the Internal Revenue Service and Revenue Canada that each of the Internal Revenue Service and Revenue Canada has completed its examination of the Obligor's federal income tax returns for all tax years through and including the Obligors' taxable year referenced on EXHIBIT 4-13, (i) all material Tax returns that relate to or include any Loan Party annexed hereto, and that are due on or before the Effective Dateall deficiencies, taking into account any extensions for the filing thereofassessments, and other amounts asserted as a result of such examinations have been timely filed fully paid or settled. Except as set forth on EXHIBIT 4-13, no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or Revenue Canada to assert a deficiency or make any other claim for or in accordance respect to federal income taxes. Except as set forth on EXHIBIT 4-13, no issue has been raised in all material respects with applicable Requirements any such examination which, by application of Lawsimilar principles, (ii) all such Tax returns are correct and complete reasonably could be expected to result in all material respectsthe assertion of a deficiency for any fiscal year open for examination, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether assessment, or not shown on any tax return) have been paid in fullclaim by the Internal Revenue Service or Revenue Canada. (b) Each Loan Party hasThe Obligors have received written notice from the respective state, provincial and local taxing authorities to which the Obligors are subject that such authorities have completed their respective examination of the Obligors' returns for all state, provincial and local income, excise, sales, and other taxes for which the Obligors are liable for the respective tax years referenced on EXHIBIT 4-13, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. Except as set forth on EXHIBIT 4-13, no agreement is extant which waives or extends any statute of limitations applicable to the right of any state, provincial or local taxing authority to assert a deficiency or make any other claim for or in respect to any such state, provincial or local taxes. Except as set forth on EXHIBIT 4-13, no issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state, provincial or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-13, there are no examinations of or with respect to any Obligor presently being conducted by the Internal Revenue Service, Revenue Canada, or any other taxing authority. (d) The Obligors have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions contributions, Canada Pension Plan and Workers' Compensation and other charges of any kind or nature levied, assessed or claimed against such Loan Party, any Obligor or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party Obligor or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon each Obligor by reason of withholding from employees' pay or by reason of such Obligor's receipt of sales tax or other funds for the extent such Taxes are being contested by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPaccount of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party is the Obligors are obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, Canada Pension Plan and Workers' Compensation, and any and all other charges levied or assessed upon a Loan Party, any Obligor or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Obligor's Employee Benefit Plan as the AgentAgent , in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, providedPROVIDED, howeverHOWEVER, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Obligors' failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed described EXHIBIT 4-13, the Borrower has filed all material tax returns and reports (federal, state and local) required to be filed by it, and paid all material taxes, assessments and other governmental charges imposed upon it and its property and assets, other than (i) such as are presently payable without interest or penalty, (ii) such as are being contested in good faith by appropriate proceedings, and for which adequate reserves are being maintained in accordance with GAAP, or (iii) with respect to local taxes, such local taxes payable by the Borrower which (A) the chief financial officer of the Borrower has no knowledge of the Borrower's obligation to pay and (B) the failure to pay does not have a material adverse effect on the business, property, assets or condition, financial or otherwise, of the Borrower. Except as described on EXHIBIT , the federal income tax returns of the Borrower have not been audited by the Internal Revenue Service within the last three years, all prior audits have been closed, and there are no unpaid assessments, penalties or other charges arising from such prior audits. Except as described on EXHIBIT 4-13, (i) all material Tax returns that relate no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or include any Loan Party and that are due on state taxing authority to assert a deficiency or before make any other claim for or in respect to federal or state taxes. No issue has been raised in any examination which, by application of similar principles, reasonably could be expected to result in the Effective Dateassertion of a deficiency for any fiscal year open for examination, taking into account assessment, or claim by the Internal Revenue Service or any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (b) Each Loan Party hasExcept as set forth in Section 4-6(a)(iii) hereof, and the Borrower hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Obligors or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party Obligor or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Obligors by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of any Obligor's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiesany Obligor; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party any Obligor is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Eventan Event of Default, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, any Obligor or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Obligor's Employee Benefit Plan as the Agent, in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns for all tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-14, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) The Borrower has received written notice from the respective state and local taxing authorities to which the Borrower is subject that such authorities have completed their respective examination of the Borrower's returns for all state and local income, excise, sales, and other taxes for which the Borrower is liable for the respective tax years referenced on EXHIBIT 4-14, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-1314, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, unless (in each casethe case of such payment obligations) Borrower is contesting the same in good faith and has established adequate cash reserves therefore, taking into account any applicable extension periodsand the non-payment thereof does not result in the recording, filing or levying of an Encumbrance. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan that are otherwise required hereby to be paid as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, providedPROVIDED, howeverHOWEVER, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party has, The Borrower has and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, providedPROVIDED, howeverHOWEVER, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The Borrower has not received written notice from the Internal Revenue Service that there are any deficiencies, assessments, or other amounts owed with respect to those tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-14, annexed hereto. Except as described in EXHIBIT 4-14 no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) The Borrower has not received written notice from the respective state and local taxing authorities to which the Borrower is subject that there are any deficiencies, assessments, or other amounts owed for state and local income, excise, sales, or other taxes with respect to those tax years referenced on EXHIBIT 4-14, annexed hereto. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-1314, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullother taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s discretion, Lender's discretion may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed described EXHIBIT 4-13, the Borrower has filed all material tax returns and reports (federal, state and local) required to be filed by it, and paid all material taxes, assessments and other governmental charges imposed upon it and its property and assets, other than (i) such as are presently payable without interest or penalty, (ii) such as are being contested in good faith by appropriate proceedings, and for which adequate reserves are being maintained in accordance with GAAP, or (iii) with respect to local taxes, such local taxes payable by the Borrower which (A) the chief financial officer of the Borrower has no knowledge of the Borrower's obligation to pay and (B) the failure to pay does not have a material adverse effect on the business, property, assets or condition, financial or otherwise, of the Borrower. Except as described on EXHIBIT 4-13, (i) the federal income tax returns of the Borrower have not been audited by the Internal Revenue Service within the last three years, all material Tax returns that relate to or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, prior audits have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respectsclosed, and (iii) all material Taxes there are no unpaid assessments, penalties or other charges arising from such prior audits. Except as described on EXHIBIT 4-13, no agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service or any state taxing authority to assert a deficiency or make any other claim for which or in respect to federal or state taxes. No issue has been raised in any examination which, by application of similar principles, reasonably could be expected to result in the assertion of a Loan Party may be liable that are due (whether deficiency for any fiscal year open for examination, assessment, or not shown on claim by the Internal Revenue Service or any tax return) have been paid in fullstate taxing authority. (b) Each Loan Party hasExcept as set forth in Section 4-6(a)(iii) hereof, and the Borrower hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Obligors or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party Obligor or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Obligors by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of any Obligor's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiesany Obligor; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party any Obligor is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Eventan Event of Default, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, any Obligor or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Obligor's Employee Benefit Plan as the AgentAgent , in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. Except as set forth in EXHIBIT 7-13, to the best of the Borrower's knowledge, there are no examinations of or with respect to any Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (a) Except as disclosed on set forth in EXHIBIT 47-1313 and except as would not be material, (i) all material Tax returns that relate to or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in full. (b) Each Loan Party each Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, Borrower or the Collateral Assets by any person or entity Person whose claim could result in an Encumbrance upon any asset of any Loan Party such Borrower or by any governmental authority, except to the extent ; properly exercise any trust responsibilities imposed upon such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiessuch Borrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in each casegood faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, taking into account any applicable extension periodsas the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (cb) At Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, such Borrower or the Collateral Assets by any person or entity Person or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent’s 's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral Assets or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s such Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation...

Pay Taxes. (a) Except as disclosed The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 45-1312, (i) annexed hereto, and all material Tax returns that relate to or include any Loan Party deficiencies, assessments, and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, other amounts asserted as a result of such examinations have been timely filed fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in accordance respect to federal income taxes. No issue has been raised in all material respects with applicable Requirements any such examination which, by application of Lawsimilar principles, (ii) all such Tax returns are correct and complete reasonably could be expected to result in all material respectsthe assertion of a deficiency for any fiscal year open for examination, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether assessment, or not shown on any tax return) have been paid in fullclaim by the Internal Revenue Service. (b) Each Loan Party All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled or the Borrower has made provisions for adequate reserves therefor. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) To the best of the Borrower's knowledge, except as disclosed on said EXHIBIT 5-12, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (d) The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At After the occurrence of one or more Suspension Events, at its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender , in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed The Internal Revenue Service has completed its examination of the Borrower's federal income tax returns for all tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-13, (i) all material Tax returns that relate to or include any Loan Party annexed hereto, and that are due on or before the Effective Dateall deficiencies, taking into account any extensions for the filing thereofassessments, and other amounts asserted as a result of such examinations have been timely filed fully paid or settled or will be dealt with in accordance the Plan. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in all respect to federal income taxes. No issue has been raised as of the date of this Agreement in any such examination which, by application of similar principles, reasonably could reasonably be expected to result in the assertion of a material respects with applicable Requirements of Lawdeficiency for any fiscal year open for examination, (ii) all such Tax returns are correct and complete in all material respectsassessment, and (iii) all material Taxes or claim by the Internal Revenue Service which has not been reserved for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullthe Borrower's books to the extent, if any, required by GAAP. (b) Each Loan Party hasThe respective state and local taxing authorities to which the Borrower is subject have completed their respective examination of the Borrower's returns for all state and local income, excise, sales, and other taxes for which the Borrower is liable for the respective tax years referenced on EXHIBIT 4-13, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled or will be dealt with in the Plan. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised as of the date of this Agreement, in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a material /October 28, 1997/ 36 deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 4-13, as of the date of this Agreement, there are no examinations of or with respect to the Borrower being conducted by the Internal Revenue Service or any other taxing authority. (d) Except as otherwise provided in the Plan, the Borrower hereafter shall: pay, as they become due and payable, all income, sales, ad valorem, and other material Taxes taxes and unemployment contributions and other material charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, authority other than those not yet delinquent and except to the extent such Taxes are being for those contested by a Loan Party in good faith, faith and for which adequate reserves are being maintained therefor on Loan Parties books (in accordance with GAAPthe good faith judgment of the management of the Borrower have been established; properly exercise any trust responsibilities imposed upon the Borrower by reason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after to the occurrence, and during extent the continuance, of a Suspension EventBorrower has failed to pay such items as required by Section 4-13(d), the Agent may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentAgent , in the Agent’s 's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s 's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed The Borrower has received written notice from the Internal Revenue Service that the Internal Revenue Service has completed its examination of the Borrower's federal income tax returns for all tax years through and including the Borrower's taxable year referenced on EXHIBIT 4-13, (i) all material Tax returns that relate to or include any Loan Party annexed hereto, and that are due on or before the Effective Dateall deficiencies, taking into account any extensions for the filing thereofassessments, and other amounts asserted as a result of such examinations have been timely filed fully paid or settled. As of the date of this Agreement, no agreement exists which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in accordance respect to federal income taxes. As of the date of this Agreement, no issue has been raised in all material respects with applicable Requirements any such examination which, by application of Lawsimilar principles, (ii) all such Tax returns are correct and complete reasonably could be expected to result in all material respectsthe assertion of a deficiency for any fiscal year open for examination, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether assessment, or not shown on any tax return) have been paid in fullclaim by the Internal Revenue Service. (b) Each Loan Party The Borrower has received written notice from the respective state and local taxing authorities to which the Borrower is subject that such authorities have completed their respective examination of the Borrower's returns for all state and local income, excise, sales, and other taxes for which the Borrower is liable for the respective tax years referenced on EXHIBIT 4-13, annexed hereto, and that all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. As of the date of this Agreement, no agreement exists which waives or extends any statute of limitations applicable to the right of any (c) Except as disclosed on said EXHIBIT 4-13, as of the date of this Agreement, there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or any other taxing authority. (d) The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any Taxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s Employee Benefit Plan as the Agent, in the Agent’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, nothing contained in this Section 4-13(d) shall require the Agent’s making of Borrower to pay and discharge, or cause to be paid and discharged, any such payment shall not constitute a cure tax, assessment, charge, levy or waiver of any Event of Default occasioned by a Loan Party’s failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto claim so long as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify is contesting the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, validity thereof in good faith by appropriate proceedings and the Agent may maintain the lists and other records required by such Treasury Regulation.both:

Pay Taxes. (a) The federal income tax returns of the Borrowers have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrowers’ taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrowers for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrowers’ taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrowers presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party hasThe Borrowers have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrowers or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrowers or by any governmental authorityauthority (provided, except however, that the Borrowers shall have the right to contest the extent payment of such Taxes are being contested taxes or other charges as long as no encumbrance is placed upon the Collateral); properly exercise any trust responsibilities imposed upon the Borrowers by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees’ pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrowers; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party is the Borrowers are obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, the Lender may, after notice to the occurrence, Borrowers and during the continuance, only after an Event of a Suspension Event, the Agent mayDefault has occurred, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrowers or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrowers’ Employee Benefit Plan as the AgentLender, in the AgentLender’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the AgentLender’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrowers’ failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as disclosed on EXHIBIT 4-13, (i) all material Tax The federal income tax returns that relate to or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, of each Principal Borrower have been timely filed with the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including each Principal Borrower's taxable year 1996 and no Principal Borrower has received notice of any deficiencies, assessments, and other amounts due. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in accordance respect to federal income taxes. No issue has been raised in all material respects with applicable Requirements any such examination which, by application of Lawsimilar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (ii) all such Tax All returns are correct of each Principal Borrower for state and complete in all material respectslocal income, excise, sales, and other taxes have been filed for all fiscal years through and including each Principal Borrower's taxable year 1996 and any deficiencies, assessments, and other amounts asserted in connection with any examinations have been fully paid or settled. No agreement is extant which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (iii) all material Taxes for which a Loan Party may be liable that There are due (whether no examinations of or not shown on with respect to any tax return) have been paid in fullPrincipal Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (b) Each Loan Party Principal Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, any Principal Borrower or the Collateral by any person or entity whose claim could would result in an Encumbrance upon any asset of any Loan Party Principal Borrower or by any governmental authority, except to the extent such Taxes are unless being contested by a Loan Party in good faith, faith by that Principal Borrower and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPhaving been made therefor; properly exercise any trust responsibilities imposed upon each Principal Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan Partiesany Principal Borrower; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party each Principal Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (c) At its option, the Lender may, after the occurrence, occurrence of and during the continuance, continuance of a Suspension Event, the Agent mayan Event of Default, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, any Principal Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s any Principal Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s any Principal Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower have been audited by the Internal Revenue Service (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and all deficiencies, -20- assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower for state and local income, excise, sales, and other taxes have been audited (or closed by applicable statutes) for all fiscal years through and including the Borrower's taxable year referenced on EXHIBIT 5-12, annexed hereto, and ail deficiencies, assessments, and other amounts asserted as a result of such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party The Borrower has, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower or the Collateral by any person Person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to ; properly exercise any trust responsibilities imposed upon the extent such Taxes are being contested Borrower by a Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPreason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower; and timely file all material Tax tax and other material returns and other material reports with each governmental authority to whom a Loan Party the Borrower is obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower or the Collateral by any person Person or entity or governmental authority, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s Lender's discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) The federal income tax returns of the Borrower and the GTS Consolidated Group have not been audited by the Internal Revenue Service or are being contested in good faith, provided that Borrower provides Lender with notice and copies of all correspondence, pleadings and any other documents referring to such contest, and no Encumbrance results from such contested return. No agreement is extant which waives or extends any statute of limitations applicable to the right of the Internal Revenue Service to assert a deficiency or make any other claim for or in respect to federal income taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency that could result in a Material Adverse Effect for any fiscal year open for examination, assessment, or claim by the Internal Revenue Service. (b) All returns of the Borrower and the GTS Consolidated Group for state and local income, excise, sales, and other taxes have been audited from time to time, and all deficiencies, assessments, and other amounts asserted as a result of any such examinations have been fully paid or settled. No agreement is in existence which waives or extends any statute of limitations applicable to the right of any state taxing authority to assert a deficiency or make any other claim for or in respect to any such state taxes. No issue has been raised in any such examination which, by application of similar principles, reasonably could be expected to result in the assertion of a deficiency for any fiscal year open for examination, assessment, or claim by any state or local taxing authority. (c) Except as disclosed on said EXHIBIT 45-1312, (i) all material Tax returns that relate there are no examinations of or with respect to the Borrower and the GTS Consolidated Group presently being conducted by the Internal Revenue Service or include any Loan Party and that are due on or before the Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such Tax returns are correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or not shown on any tax return) have been paid in fullstate taxing authority. (bd) Each Loan Party hasThe Borrower and the GTS Consolidated Group have, and hereafter shall: pay, as they become due and payable, all material Taxes taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Loan Party, the Borrower and the GTS Consolidated Group or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of any Loan Party the Borrower or by any governmental authority, except to the extent authority or is contesting such Taxes are being contested by a Loan Party taxes in good faith, faith so long as no Encumbrance results from such contested tax; properly exercise any trust responsibilities imposed upon the Borrower and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAPthe GTS Consolidated Group by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by the Loan PartiesBorrower and the GTS Consolidated Group; and timely file all material Tax tax and other returns and other reports with each governmental authority to whom a Loan Party is the Borrower and the GTS Consolidated Group are obligated to so file, in each case, taking into account any applicable extension periods. (ce) At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent Lender may, but shall not be obligated to, pay any Taxestaxes, unemployment contributions, and any and all other charges levied or assessed upon a Loan Party, the Borrower and the GTS Consolidated Group or the Collateral by any person or entity or governmental authorityauthority that are not being contested in good faith by Borrower, and make any contributions or other payments on account of a Loan Party’s the Borrower's Employee Benefit Plan as the AgentLender, in the Agent’s discretionLender's reasonable judgment, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Agent’s Lender's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by a Loan Party’s the Borrower's failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.