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

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee will, and will cause its Subsidiaries to, pay all 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, fine or interest accrues thereon, and all claims (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 fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lessee. (ii) Lessee will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or Lessee).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of its Subsidiaries to, pay all 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, fine or interest penalty accrues thereon, and all claims (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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company and each Borrower will, and will cause each of its Subsidiaries to, pay all taxes, 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 penalty, fine or interest material penalty accrues thereon, and all claims (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 material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any Subsidiary of Lessor its Subsidiaries or Lesseesuch other Person as may be reasonably acceptable to Requisite Lenders).

Payment of Taxes and Claims; Tax Consolidation. (i) The Lessee will, and will cause its Subsidiaries to, pay all 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, fine or interest accrues thereon, and all claims (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 fine or interest shall be incurred with respect thereto; provided provided, that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lessee. (ii) The Lessee will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of the Lessor or Lesseethe Lessee and other than the Holding Company and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee willBorrower shall, and will shall cause each of its Significant Subsidiaries to, pay all taxesTaxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials 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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (iib) Lessee will Borrower shall not, and will not nor shall it permit any of its Significant Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or LesseeCompany).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause its Subsidiaries to, pay all 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, fine or interest accrues thereon, and all claims (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 fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the LesseeCompany. (ii) Lessee B. Company will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor Company or LesseeCompany and other than the Holding Company and Holding Company Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its income, businesses or franchises before any penalty, fine or interest material penalty accrues thereon, and all claims (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 material penalty or fine or interest 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 and if conducted, so long as such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee will, and will cause its Subsidiaries to, pay Pay all taxes, 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, non-payment of which would cause a Material Adverse Effect, before any penalty, fine or interest penalty accrues thereon, and all claims (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 penalty or fine or interest shall be incurred with respect thereto; provided PROVIDED that no such tax, assessment, charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in therefor. Neither the financial statements of the Lessee. (ii) Lessee will not, and will not permit Borrower nor any of its Subsidiaries to, will file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor the Borrower or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company and each Borrower will, and will cause each of 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 incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (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 material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any Subsidiary of Lessor its Subsidiaries or Lesseesuch other Person as may be reasonably acceptable to Requisite Lenders).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of its Subsidiaries to, pay all taxes, 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 penalty, fine or interest material penalty accrues thereon, and all claims (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 or interest shall be incurred with respect thereto; provided that no such -------- charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or 107 assets or in respect of any of its income, businesses or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (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 material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if -------- being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements therefor. B. None of the Lessee. (ii) Lessee Borrowers will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all 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, fine or interest material penalty accrues thereon, and all claims (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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and 119 diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements therefor. B. None of the Lessee. (ii) Lessee Borrowers will not, and nor will not any such Borrower permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than New Holdings or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of its Subsidiaries to, pay all 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 businesses, franchises or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being 73 contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee 1. Each of Holdings and Company will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its income, businesses or franchises before any penalty, fine or interest material penalty accrues thereon, and all claims (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 material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee 2. Each of Holdings and Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Holdings or any Subsidiary of Lessor or Lesseeits Subsidiaries).. 110 D.

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee willBorrower shall, and will shall cause each of its Significant Subsidiaries to, pay all taxesTaxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials 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 or interest shall be incurred with respect thereto; provided that PROVIDED THAT no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (iib) Lessee will Borrower shall not, and will not nor shall it permit any of its Significant Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or LesseeCompany).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Holdings will, and will cause its Subsidiaries to, pay all 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, fine or interest accrues thereon, and all claims (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 fine or interest shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor therefore in the financial statements of the LesseeHoldings. (ii) Lessee B. Holdings will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or LesseeHoldings).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee The Company will, ---------------------------------------------- and will cause each of its Material Subsidiaries to, pay all taxes, 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 penalty, fine penalty or interest accrues thereon, and all claims (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, prior to the time when any penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim -------- need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lessee. (ii) Lessee therefor. The Company will not, and nor will not it permit any of its Subsidiaries Material Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than any the Company or a Subsidiary of Lessor or Lesseethe Company).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of 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, fine or interest material penalty accrues thereon, and all claims (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 material penalty or fine or interest shall be incurred with respect thereto; provided that -------- no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee X. Xxxxxxx will, and will cause each of its Subsidiaries to, pay all taxes, material taxes and all 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, fine or interest penalty accrues thereon, and all claims (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 or interest 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 timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee X. Xxxxxxx will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or LesseeCompany and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. The Company will, and will cause each of its Subsidiaries to, pay all taxesmaterial Taxes, 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 penalty, fine or interest material penalty accrues thereon, and all claims (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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. The Company will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return Tax Return with any Person (other than the Company or any Subsidiary of Lessor or Lesseeits Subsidiaries so long as the filing of such consolidated income Tax Return is permitted by applicable law).

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee Borrower will, and will cause each of its Subsidiaries to, pay all taxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials 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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (iib) Lessee Borrower will not, and nor will not it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary Subsidiaries of Lessor or LesseeBorrower).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee Holdings will, and will cause its Subsidiaries to, pay all 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, fine or interest accrues thereon, and all claims (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 fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor therefore in the financial statements of the LesseeHoldings. (ii) Lessee Holdings will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or LesseeHoldings).

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee willBorrower shall, and will shall cause each of its Significant Subsidiaries to, pay all taxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials 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 or interest shall be incurred with respect thereto; provided that PROVIDED THAT no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (iib) Lessee will Borrower shall not, and will not nor shall it permit any of its Significant Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any Subsidiary of Lessor or LesseeCompany).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all 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, fine or interest penalty accrues thereon, and all claims (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 material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements therefor. B. None of the Lessee. (ii) Lessee Borrowers will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all 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, fine or interest material penalty accrues thereon, and all claims (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 or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good -------- faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements therefor. B. None of the Lessee. (ii) Lessee Borrowers will not, and nor will not any such Borrower permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of its Subsidiaries to, pay all taxesmaterial 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, fine or interest material penalty accrues thereon, and all claims (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 may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor. (ii) Lessee B. Company will not, and will not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax Tax return with any Person (other than Company or any Subsidiary of Lessor or Lesseeits Subsidiaries).