Common use of Payment of Taxes and Claims; Tax Consolidation Clause in Contracts

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers will, and will cause each of their Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Restricted Subsidiaries to, pay all material taxes, assessments Taxes and other material governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor therefor, and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax Tax return with any Person (other than Borrowers Borrower or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Subsidiaries to, pay all material taxesTaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such Tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a Tax, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Borrower or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their Subsidiaries the other Loan Parties to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conductedproceedings, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge charge, tax, assessment or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their Subsidiaries the other Loan Parties to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Parent or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their Holdings and its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) 122 for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or -------- claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their Holdings or its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings, Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers (A) Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will not(B) Neither Borrower will, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other like governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax Tax return with any Person (other than Borrowers or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers will, and will cause each of their Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it them or any of its their properties or assets or in respect of any of its their income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will not, nor will they it permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.). 97 105

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien 91 100 against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers will, and will cause each of their Restricted Subsidiaries to, pay all material taxesTaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will not, nor will they permit any of their Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their Restricted Subsidiaries) unless Borrower the Borrowers and its their Restricted Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to the Administrative Agent.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for material sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings, General Partner or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Parent will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.. 101 B. Borrowers Parent will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Parent or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Except as excused by the Bankruptcy Code or by an applicable order of the Court, each Loan Party will, and will cause each of their its Subsidiaries to, pay or cause to be paid all material taxes, assessments and other governmental charges that constitute administrative expenses in the Chapter 11 Cases imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that so long as no property or assets (other than money for such charge or claim and the interest or penalty accruing thereon) of Holdings or Borrower or any of their respective Subsidiaries is in danger of being lost or forfeited as a result thereof, no such charge or claim need be paid if it is being contested in good faith by appropriate appropri- ate proceedings promptly instituted and diligently conducted, so long as (1) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimtherefor. B. Borrowers Each Loan Party will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated federal income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim -------- need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxesTaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law or otherwise have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments Taxes and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Borrower or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Each Borrower will, and will cause Holdings and each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, without limitation, claims for 147 156 labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Each Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Borrower or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other like governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided -------- that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Restricted Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Each of Holdings and Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in -------- good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will notNeither Holdings nor Company will, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower and Holdings will, and will cause each of their Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it them or any of its their properties or assets or in respect of any of its their income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower and Holdings will not, nor will they it permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested 108 in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its Company's properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge charges or claim claims need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for material sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such -------- charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings, General Partner or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.). 115

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Restricted Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is -------- being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. . B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Each of the Loan Parties will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers The Loan Parties will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers the Loan Parties or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Restricted Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or -------- claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other like governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim -------- need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.). 105

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers BCC will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers BCC will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers BCC or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Restricted Subsidiaries to, pay all material taxes, assessments Taxes and other material governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor therefor, and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Borrower or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.). 108

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers will, and will cause each of their Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and 76 supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative AgentLender.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Parent will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Parent will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Parent or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.). 110

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for material sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such -------- charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings, General Partner or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers willEach of Holding, Company and each Subsidiary will pay or cause each of their Subsidiaries to, pay to be paid all material taxes, assessments and other governmental charges imposed upon required to be paid by it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred accrued with respect thereto; provided PROVIDED that so long as no such property or asset (other than money for such charge or claim and the interest or penalty accruing thereof) of Holding, Company or any Subsidiary is in danger of being lost or forfeited as a result thereof, no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimtherefor. B. Borrowers Each of Holding, Company and each Subsidiary will not, nor will they permit any of their Subsidiaries to, not file or consent to the filing of any consolidated U.S. federal income tax return with any Person (other than Borrowers (i) Holding or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have or (ii) such other Person with whom Holding, Company or any Subsidiary has entered into, into a tax sharing agreement with such Person, in form and substance reasonably satisfactory to Administrative AgentAgent requiring such other Person to promptly reimburse Holding, Company or such Subsidiary in cash for the reasonable value of any tax benefits attributable to Holding, Company or such Subsidiary and effectively utilized by such other Person to reduce its taxes payable.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers LVSI or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.. 104 B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim -------- need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any material portion of the Collateral, such contest proceedings conclusively operate to stay the sale of any such material portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their its Subsidiaries) unless Borrower except pursuant to arrangements allocating the obligations to contribute amounts for the payment of income taxes and its Subsidiaries shall have entered into, the benefits of any credits or other reductions of tax payments so as to approximate the income taxes that would be payable by Company on a stand-alone basis if no consolidated tax sharing agreement with returns were filed by the parties to such Person, in form and substance satisfactory to Administrative Agentarrangements.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers (a) Each Loan Party will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided provided, that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers (b) No Loan Party will not, nor will they permit any of their Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative AgentBorrower).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers (a) Each Obligor will, and will cause each of their its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent (after giving effect to any extensions which have been granted), (i) all material taxes, assessments and other governmental charges Taxes levied or imposed upon it such Obligor or any of its properties Restricted Subsidiaries or assets upon the income, profits or in respect property of such Obligor or any of its income, businesses or franchises before any penalty accrues thereonRestricted Subsidiaries, and (ii) all material claims (including lawful claims for labor, services, materials and supplies) for sums that have become due and payable and that supplies that, if unpaid, might by law have or may become a Lien upon on the property of such Obligor or any of its properties or assetsRestricted Subsidiaries; provided, prior to the time when any penalty or fine shall be incurred with respect thereto; provided however, that no such charge Person shall be required to pay or discharge or cause to be paid or discharged any such Tax or claim need be paid if it the amount, applicability or validity of which is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such with respect to which an adequate reserve or other appropriate provision, if any, as shall be has been established by it to the extent required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimby GAAP. B. Borrowers (b) The Obligors will not, nor and will they not permit any of their Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or the Obligors and any of their Restricted Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent.). 91 100

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve adequate reserves or other appropriate provisionprovisions have been established with respect thereto, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge Tax or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge Tax or claim. B. Borrowers Company will not, nor will they Company permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Company or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Borrower will, and will cause each of their its Subsidiaries to, pay all material taxes, assessments Taxes and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided -------- that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Borrower will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Borrower or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers willEach of Holding, Company and each Material Subsidiary will pay or cause each of their Subsidiaries to, pay to be paid all material taxes, assessments and other governmental charges imposed upon required to be paid by it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred accrued with respect thereto; provided PROVIDED that so long as no such property or asset (other than money for such charge or claim and the interest or penalty accruing thereof) of Holding, Company or any Material Subsidiary is in danger of being lost or forfeited as a result thereof, no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimtherefor. B. Borrowers Each of Holding, Company and each Material Subsidiary will not, nor will they permit any of their Subsidiaries to, not file or consent to the filing of any consolidated federal income tax return with any Person (other than Borrowers (i) Holding or any of their Subsidiaries) unless Borrower and its Subsidiaries shall have or (ii) such other Person with whom Holding, Company or any Material Subsidiary has entered into, into a tax sharing agreement with such Person, in form and substance reasonably satisfactory to Administrative AgentAgent requiring such other Person to promptly reimburse Holding, Company or such Material Subsidiary in cash for the reasonable value of any tax benefits attributable to Holding, Company or such Material Subsidiary and effectively utilized by such other Person to reduce its taxes payable.

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Holdings will, and will cause each of their its Subsidiaries to, pay all federal, state and other material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for material sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such -------- charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Holdings will not, nor will they it permit any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Each of the Borrowers willshall, and will shall cause each of their such Borrower’s Subsidiaries to, pay (a) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its incomefranchises, businesses business, income or franchises Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, thereon and (b) all material claims (including claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.3) upon any of its properties such Borrower ’s or such Subsidiary’s Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided provided, however, that no such charge taxes, assessments and governmental charges referred to in clause (a) above or claim need claims referred to in clause (b) above are required to be paid if it is being contested in good faith by such Borrower or such Subsidiary, as the case may be, by appropriate proceedings promptly diligently instituted and diligently conducted, so long as (1) conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will nottherefor. No Borrower shall, nor will they shall any Borrower permit any of their such Borrower’s Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers or any of their Subsidiaries) unless Borrower the Company and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative AgentSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers Company will, and will cause Holdings and each of their its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1i) such a reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2ii) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers Company will not, nor will they it permit Holdings or any of their its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers Holdings or any of their its Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agent).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers (a) The Parent will, and will cause each of their its Subsidiaries toand, to the extent it has control over such matters, the Media Ventures to pay all material taxesTaxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien upon any of its properties or assets, assets prior to the time when any material penalty or fine shall be incurred with respect thereto; provided , provided, however, that no such charge or claim need be paid if it the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (2) in the case of a charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimtherefor. B. Borrowers (b) The Parent will not, nor will they it permit any of their its Subsidiaries toand, to the extent it has control over such matters, the Media Ventures to file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers the Existing Shareholders (solely in their capacity as shareholders), the Parent, any of its Subsidiaries or any Media Venture so long as the filing of their Subsidiaries) unless Borrower and its Subsidiaries shall have entered into, a such consolidated income tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agentreturn is permitted by applicable law).

Payment of Taxes and Claims; Tax Consolidation. A. Borrowers (a) Each of the Company, Publishing and the Guarantor will, and will cause each of their respective Subsidiaries to, pay all material taxesTaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, and all material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien upon any of its properties or assets, assets prior to the time when any material penalty or fine shall be incurred with respect thereto; provided , the nonpayment of which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Guarantor and its Subsidiaries, taken as a whole, provided, however, that no such charge or claim need be paid if it the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (1) if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and therefor. (2b) in the case of a charge or claim which has or may become a Lien against any None of the CollateralCompany, such contest proceedings conclusively operate to stay Publishing or the sale of any portion of the Collateral to satisfy such charge or claim. B. Borrowers will notGuarantor will, nor will they any of them permit any of their respective Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Borrowers the Company, the Guarantor, or any of their Subsidiaries) unless Borrower and its respective Subsidiaries shall have entered into, a so long as the filing of such consolidated income tax sharing agreement with such Person, in form and substance satisfactory to Administrative Agentreturn is permitted by applicable law).