Common use of Tax Returns and Payments; Pension Contributions Clause in Contracts

Tax Returns and Payments; Pension Contributions. Each Credit Party has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party has timely paid all federal, state, local and foreign Taxes, assessments, deposits and contributions owed by such Credit Party. Other than as disclosed to Agent in accordance with Section 6.2, Borrower is unaware of any claims or adjustments proposed for any prior tax years of any Credit Party which could result in additional material Taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) if such contested amount is in excess of Twenty Five Thousand Dollars ($25,000.00), notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes, individually or in the aggregate, in an amount greater than Twenty Five Thousand Dollars ($25,000.00) becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such Credit Party. For purposes plan which could reasonably be expected to result in any liability of the foregoing, “material” shall mean Borrower in excess of Twenty Five Thousand Dollars ($100,000. No Credit Party nor 25,000.00) in the aggregate, including any trade or business liability in excess of Twenty Five Thousand Dollars (whether or not incorporated$25,000.00) that is under common control with any Credit Party within in the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (ii) has incurred liability with respect aggregate to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) if such contested amount is in excess of Twenty Five Thousand Dollars ($25,000.00), notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Twenty Five Thousand Dollars ($100,00025,000.00). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (A) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, (B) for taxes, assessments, deposits and contributions owed to a Governmental Authority in the United States, that (i) do not at any time exceed an amount of, individually, Twenty-Five Thousand Dollars ($25,000), or in the aggregate, Two Hundred Thousand Dollars ($200,000) and (ii) there are no Liens on any of the Collateral in favor of such Governmental Authority resulting from such unpaid taxes, assessments, deposits and contributions that are not other than “Permitted Liens”, and (C) for taxes, assessments, deposits and contributions owed to a Governmental Authority in India, that (i) do not at any time exceed an amount of, individually or in the aggregate, One Million Dollars ($1,000,000) and (ii) there are no Liens on any of the Collateral in favor of such Governmental Authority resulting from such unpaid taxes, assessments, deposits and contributions that are not other than “Permitted Liens”. Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments for sales and use taxes proposed for any of Borrower’s prior tax years of any Credit Party which could reasonably be expected to result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Million Dollars ($100,0001,000,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). Other than as disclosed to To the extent Borrower defers payment of any contested taxes, Borrower shall (i) if such contested amount is in excess of Twenty Five Thousand Dollars ($25,000.00), notify Collateral Agent in accordance with Section 6.2writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Twenty Five Thousand Dollars ($100,00025,000.00). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party and each of its Subsidiaries has timely filed all required U.S. federal and other material tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not materialContest, each Credit Party and each of its Subsidiaries has timely paid all federal, stateand all material foreign, state and local and foreign Taxes, assessments, deposits and contributions owed by such Credit Party. Other than as disclosed to Agent in accordance with Section 6.2, Borrower is unaware of any claims or adjustments proposed for any prior tax years of any Credit Party which could reasonably be expected to result in material additional material Taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean in excess of $100,000. No Credit Party or Subsidiary nor any trade or business (whether or not incorporated) that is under common control with any Credit Party or Subsidiary within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or Subsidiary or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the thirty (30) day notice requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports (or extensions therefor), and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid (or timely filed extensions for) for all other foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). Other To the extent Borrower defers payment of any contested taxes or has a tax matter that exceeds Two Hundred Fifty Thousand Dollars ($250,000), Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Two Hundred Fifty Thousand Dollars ($100,000250,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports (except where the failure to file any such tax return or report does not result in penalties or other liabilities to Borrower in excess of, andindividually, Fifty Thousand Dollars ($50,000), or in the aggregate at any time, Two Hundred Thousand Dollars ($250,000), and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for those Taxes that are subject to a “Permitted Contest or are not materialLiens”), each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower, except for taxes, assessments, deposits and contributions that do not at any time exceed an amount of, individually, Fifty Thousand Dollars ($50,000), or in the aggregate at any time, Two Hundred Fifty Thousand Dollars ($250,000) and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from such Credit Partyunpaid taxes, assessments, deposits and contributions except for “Permitted Liens”. Other Borrower may defer payment of any contested taxes, provided that Borrower (i) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (iii) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit PartyBorrower. For purposes Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of the foregoing, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, other governmental agency. 2.12 Section 6.2 (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all “required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed [**] Dollars ($[**]). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) if such contested amount is in excess of [**] Dollars ($[**]), notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of [**] Dollars ($100,000[**]). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.” 2.3 Section 6.1(a) of the Loan Agreement is hereby deleted in its entirety and the following is substituted in its place: (a) Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so maintain or qualify would reasonably be expected to have a material adverse effect on Borrower’s business (whether or not incorporatedoperations, provided that any Subsidiary may merge or consolidate in accordance with Section 7.3 hereof, or liquidate or dissolve provided that in connection with such dissolution or liquidation all assets and property of any such Subsidiary shall be transferred to Borrower, Akebia or another Subsidiary. Borrower shall comply, and shall have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on Borrower’s business taken as a whole.” 2.4 Section 6.2(c) that of the Loan Agreement is under common control with any Credit Party within hereby deleted in its entirety and the meaning of Section 414(b) or following is inserted in its place: “ (c) within [**] a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the IRC (end of such quarter, Borrower was in full compliance with all of the terms and Sections 414(m) conditions of this Agreement, and (osetting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that [**];” 2.5 Section 6.2(d) of the IRC for purposes of Loan Agreement is hereby deleted in its entirety and the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined following is inserted in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.its place:

Tax Returns and Payments; Pension Contributions. Each Credit Party Co-Borrower has timely filed all required tax returns and reportsreports required to be filed by Co-Borrower, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Co-Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Co-Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Seventy-Five Thousand Dollars ($175,000). Other To the extent Co-Borrower defers payment of any contested taxes, Co-Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Co-Borrower is unaware of any claims or adjustments proposed for any of Co-Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes in excess of One Hundred Seventy-Five Thousand Dollars ($175,000) becoming due and payable by such Credit PartyCo-Borrower. For purposes Co-Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Co-Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of the foregoing, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Co-Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports with respect to payment obligations of Borrower exceeding One Hundred Thousand Dollars ($100,000), and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower in excess of One Hundred Thousand Dollars ($100,000) except to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Hundred Thousand Dollars ($100,000). No Credit Party nor any trade or business Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms except where the failure to do so would not result in a funding deficiency in an aggregate amount exceeding One Hundred Thousand Dollars (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA$100,000), whether and Borrower has not withdrawn from participation in, and has not permitted partial or not waivedcomplete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawalother governmental agency, in an amount greater than One Hundred Thousand Dollars (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA$100,000), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower and each of its Subsidiaries has timely filed or have timely obtained extensions for filing all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, and Borrower and each Credit Party of its Subsidiaries has timely paid all foreign, federal, state, and local Taxes owed by Borrower and foreign such Subsidiaries, WEST\281916571.5 10 in all jurisdictions in which Borrower or any such Subsidiary is subject to Taxes, assessmentsincluding the United States, deposits and contributions owed by except to the extent that such Credit Party. Other than as disclosed to Agent Taxes (x) do not exceed Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, or (y) are being contested in accordance with Section 6.2the following sentence. Borrower and each of its Subsidiaries may defer payment of any contested Taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested Taxes from obtaining a Lien upon any of the Collateral that is unaware other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’ prior tax years of any Credit Party which could result in additional material Taxes taxes in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, becoming due and payable by Borrower or its Subsidiaries, except to the extent that such Credit PartyTaxes are being contested in accordance with the immediately preceding sentence. For purposes Borrower and each of the foregoingits Subsidiaries have paid all amounts necessary to fund all present pension, “material” shall mean profit sharing and deferred compensation plans in excess of $100,000. No Credit Party accordance with their terms, and neither Borrower nor any trade of its Subsidiaries have withdrawn from participation in, and have not permitted partial or business (whether complete termination of, or not incorporated) that is under common control with permitted the occurrence of any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower or its Subsidiaries, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports (or validly filed extensions therefor), and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000.00). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Two Hundred Fifty Thousand Dollars ($100,000250,000.00). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party has timely filed all required material tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, and each Credit Party has timely paid all material foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by the Credit Parties except (a) to the extent such taxes, assessments, deposits, contributions, tax returns, and reports are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, or become the subject of a voluntary disclosure or other negotiation proceeding instituted by a Credit Party, so long as in all cases such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits, contributions, tax returns, and reports do not, individually or in the aggregate, exceed or involve an amount in excess of Twenty-Five Thousand Dollars ($25,000.00). Other To the extent any Credit Party defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed a “Permitted Lien.” Except with respect to Agent taxes which Borrower would expect the applicable Credit Party to contest in accordance with Section 6.2good faith or make subject to a voluntary disclosure or other negotiation proceeding, Borrower is unaware of any claims or adjustments proposed for any Credit Party for any prior tax years of any Credit Party which could would reasonably be expected to result in additional material Taxes taxes becoming due and payable by such the Credit Party. For purposes of the foregoing, “material” shall mean Parties in excess of Twenty-Five Thousand Dollars ($100,00025,000.00). No Each Credit Party nor any trade or business (whether or not incorporated) that is under common control has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with any their terms, and no Credit Party within has withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the meaning occurrence of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating any other event with respect to, any such plan which is subject to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 Title IV of ERISA), whether or not waived, with respect which would reasonably be expected to result in any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawalParty, (iii) has incurred including any liability under Title IV of ERISA (to the Pension Benefit Guaranty Corporation or its successors or any other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Loan Party and each of their respective Subsidiaries has timely filed filed, or timely obtained extensions for the filing of, all required tax returns and reportsreports or extensions thereof, andand each Loan Party and each of their respective Subsidiaries, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party has timely paid all foreign, federal, state, material state and local and foreign Taxestaxes, assessments, deposits and contributions owed by each Loan Party and such Credit Party. Other than as disclosed Subsidiaries, in all jurisdictions in which each Loan Party or any such Subsidiary is subject to Agent taxes, including the United States, unless such taxes are being contested in accordance with Section 6.2the following sentence; provided that state and local taxes shall be deemed material to the extent that they exceed Twenty Five Thousand Dollars ($25,000) in the aggregate. Each Loan Party and each of their respective Subsidiaries, Borrower may defer payment of any contested taxes, provided that such Loan Party or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is unaware other than a “Permitted Lien.” No Loan Party nor any of their respective Subsidiaries is aware of any claims or adjustments proposed for any of such Loan Party’s or such Subsidiaries’, prior tax years of any Credit Party which could result in (i) additional material Taxes foreign and/or federal taxes becoming due and payable by such Credit Party. For purposes of the foregoingLoan Party or such Subsidiaries, “material” shall mean or (ii) additional state and/or local taxes becoming due and payable by such Loan Party or such Subsidiaries in excess of Twenty Five Thousand Dollars ($100,00025,000) in the aggregate. No Credit Each Loan Party and their respective Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and no Loan Party nor any trade of their respective Subsidiaries have, withdrawn from participation in, and have not permitted partial or business (whether complete termination of, or not incorporated) that is under common control with permitted the occurrence of any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of any Loan Party or any of their respective Subsidiaries, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedGovernmental Authority.

Tax Returns and Payments; Pension Contributions. (a) Each Credit Party and its Subsidiaries has timely filed all required federal and other material tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not materialContest, each Credit Party has timely paid all foreign, federal, state, material state and local and foreign Taxes, assessments, deposits and contributions owed due and owing by such Credit Party. Other than as disclosed to Agent in accordance with Section 6.2, Borrower is the Credit Parties are unaware of any claims or adjustments proposed for any prior tax years of any Credit Party which could result in additional material Taxes becoming due and payable by such Credit Party. For purposes Under the laws of England and Wales, it is not necessary that the Financing Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar taxes or fees be paid on or in relation to the Financing Documents or the transactions contemplated by the Financing Documents except: (x) registration of particulars of the foregoingUK Security Documents at the Companies Registration Office in England and Wales under section 859A of the Companies Act and payment of associated fees; and (y) registration of particulars of certain Intellectual Property secured pursuant to the terms of the UK Security Documents at the Trade Marks Registry at the Patent Office in England and Wales and payment of associated fees; each of which registrations, “material” shall mean in excess filings, taxes and fees will be made promptly after the date of $100,000. the relevant UK Security Document. (b) No Credit Party nor to whom ERISA applies, Subsidiary of any Credit Party to whom ERISA applies, or any trade or business (whether or not incorporated) that is under common control with any Credit Party to whom ERISA applies within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the thirty (30) day notice requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all Taxes, Governmental Authority, foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Fifty Thousand Dollars ($50,000.00) at any time. Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Fifty Thousand Dollars ($100,00050,000.00) at any time. No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower and each of its Subsidiaries has timely filed or have timely obtained extensions for filing all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, and Borrower and each Credit Party of its Subsidiaries has timely paid all foreign, federal, state, and local Taxes owed by Borrower and foreign such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to Taxes, assessmentsincluding the United States, deposits and contributions owed by except to the extent that such Credit Party. Other than as disclosed to Agent Taxes (x) do not exceed Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, or (y) are being contested in accordance with Section 6.2the following sentence. Borrower and each of its Subsidiaries may defer payment of any contested Taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or WEST\275560994.6 368986-000139 9 takes any other steps required to prevent the Governmental Authority levying such contested Taxes from obtaining a Lien upon any of the Collateral that is unaware other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’ prior tax years of any Credit Party which could result in additional material Taxes taxes in excess of Fifty Thousand Dollars ($50,000.00), individually or in the aggregate, becoming due and payable by Borrower or its Subsidiaries, except to the extent that such Credit PartyTaxes are being contested in accordance with the immediately preceding sentence. For purposes Borrower and each of the foregoingits Subsidiaries have paid all amounts necessary to fund all present pension, “material” shall mean profit sharing and deferred compensation plans in excess of $100,000. No Credit Party accordance with their terms, and neither Borrower nor any trade of its Subsidiaries have withdrawn from participation in, and have not permitted partial or business (whether complete termination of, or not incorporated) that is under common control with permitted the occurrence of any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower or its Subsidiaries, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedGovernmental Authority.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). Other than as disclosed to To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Agent in accordance with Section 6.2writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Two Hundred Fifty Thousand Dollars ($100,000250,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or business its successors or any other governmental agency.” 2.2 Section 6.2 (whether or not incorporated) that is under common control with any Credit Party within the meaning of Financial Statements, Reports, Certificates). Section 414(b) or (c) 6.2 of the IRC Loan Agreement hereby is amended by (i) amending and Sections 414(mrestating subsections (b) and (o1) of the IRC for purposes of the provisions relating thereof to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (read in their entirety as defined in Section 412 of or Section 302 of ERISA)follows, whether or not waived, with respect to any Pension Plan, and (ii) has incurred liability with respect adding new subsection (m) to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated read in its entirety as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.follows:

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Five Hundred Thousand Dollars ($500,000). Other To the extent Borrower defers payment of any contested tax in an amount greater than as disclosed to Five Hundred Thousand Dollars ($500,000) individually or in the aggregate, Borrower shall (i) notify Agent in accordance with Section 6.2writing of the commencement of, and any material development in, the proceedings and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Five Hundred Thousand Dollars ($100,000500,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Hundred Dollars ($2,500), or (c) sales taxes owed by Envision Construction in an aggregate amount not to exceed Thirty Seven Thousand Dollars ($37,000) with respect to which no Liens exist as a result of such Indebtedness. Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a "Permitted Lien." Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Twenty Five Hundred Dollars ($100,0002,500). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Twenty Five Thousand Dollars ($25,000.00). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) if such contested amount is in excess of Twenty Five Thousand Dollars ($25,000.00), notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years of any Credit Party which could result in additional material Taxes taxes, individually or in the aggregate in an amount greater than Twenty Five Thousand Dollars ($25,000.00) becoming due and payable by Borrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such Credit Party. For purposes plan which could reasonably be expected to result in any liability of the foregoing, “material” shall mean Borrower in excess of Twenty Five Thousand Dollars ($100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA25,000.00), whether or not waived, with respect to including any Pension Plan, liability in excess of Twenty Five Thousand Dollars (ii$25,000.00) has incurred liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports (or obtained valid extensions therefor), and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years of any Credit Party which could reasonably be expected to result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Hundred Twenty-Five Thousand Dollars ($100,000125,000.00) individually or in the aggregate. No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns or tax extensions and reportsreports (except where the failure to file any such tax return, andextension or report does not result in penalties or other liabilities to Borrower in excess of, individually or in the aggregate at any time, Twenty Thousand Dollars ($20,000), and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return, extension or report except for those Taxes that are subject to a “Permitted Contest or are not materialLiens”), each Credit Party has and Borrower and its Subsidiaries have timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower, except for such Credit Partytaxes, assessments, deposits and contributions that do not at any time exceed an amount of, individually or in the aggregate, Twenty Thousand Dollars ($20,000) and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from such unpaid taxes, assessments, deposits and contributions except for “Permitted Liens”. Other than as disclosed Borrower may defer payment of any contested taxes, provided, however, that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in accordance with Section 6.2writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit PartyBorrower. For purposes Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of the foregoing, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Twenty-Five Thousand Dollars ($125,000.00). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Hundred Twenty-Five Thousand Dollars ($100,000125,000.00). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports (or extensions therefor), and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid (or timely filed extensions for) all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000). Other than as disclosed to To the extent Borrower defers payment of any contested taxes or has a tax matter that exceeds Two Hundred Fifty Thousand Dollars ($250,000), Borrower shall (i) notify Agent in accordance with Section 6.2writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of Two Hundred Fifty Thousand Dollars ($100,000250,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, reports (except for those Taxes that are subject any such reports involving estimated taxes owing from Borrower in an aggregate amount for all such reports not to a Permitted Contest or are not materialexceed One Hundred Thousand Dollars ($100,000)), each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Hundred Thousand Dollars ($100,000) individually or in the aggregate. No Credit Party nor any trade or business (whether or not incorporated) that is under common control Borrower has funded each Plan in accordance with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 minimum funding standards of ERISA and the Internal Revenue Code, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of any such Plan, in each case, except as could not reasonably be expected to result in any liability in excess of Five Hundred Thousand Dollars (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA$500,000), whether individually or in the aggregate, and Borrower has not waived, with respect to any Pension Plan, (ii) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (to the Pension Benefit Guaranty Corporation or its successors or any other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed or has obtained extensions for filing all required tax returns and reportsreports required to be filed by Borrower, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid or has obtained extensions for all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not exceed One Hundred Thousand Dollars ($100,000) individually or in the aggregate. Other than as disclosed to To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Agent in accordance with Section 6.2writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Hundred Thousand Dollars ($100,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planmaterial liability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal its successors or any other governmental agency in excess of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, One Hundred Thousand Dollars (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA$100,000), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, and each Credit Party Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by such Credit PartyBorrower. Other Each Borrower may defer payment of any contested taxes, provided that such Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien”. Each Borrower is unaware of any claims or adjustments proposed for any of such Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit PartyBorrower. For purposes of the foregoingWith respect to any Plan that is maintained or contributed to by any Borrower: (a) no “accumulated funding deficiency” as defined in Code §412 or ERISA §302 has occurred, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporatedthat accumulated funding deficiency has been waived; (b) that is under common control with no Reportable Event (as defined by ERISA) has occurred other than events for which reporting has been waived; (c) no termination of any Credit Party Plan has occurred; (d) no Borrower has incurred a “complete withdrawal” within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” §4203 from any Multi-employer Plan (as defined in Section 412 of or Section 302 of by ERISA), whether or not waived, ; (e) no Borrower has incurred a “partial withdrawal” within the meaning of ERISA §4205 with respect to any Pension Multi-employer Plan, ; (iif) no Multi-employer Plan to which any Borrower has incurred liability with respect an obligation to contribute is in “reorganization” within the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV meaning of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) §4241 nor has had notice been received by any Borrower that such a Multi-employer Plan will be placed in “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedreorganization”.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partytaxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed [***] Dollars ($[***]). Other To the extent Borrower defers payment of any contested taxes in excess of [***] Dollars ($[***]), Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of [***] Dollars ($100,000[***]). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planmaterial liability of Borrower, (ii) has incurred including any material liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not material, each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower except (a) to the extent such Credit Partyassessments, deposits, contributions, and taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor, or (b) if such taxes, assessments, deposits and contributions do not, individually or in the aggregate, exceed One Hundred Fifty Thousand Dollars ($150,000). Other To the extent Borrower defers payment of any contested taxes, Borrower shall (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the governmental authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean Borrower in excess of One Hundred Fifty Thousand Dollars ($100,000150,000). No Credit Party nor Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planmaterial liability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.

Tax Returns and Payments; Pension Contributions. Each Credit Party and its Restricted Subsidiaries has timely filed all required tax returns and reports, and, except for those Taxes that are subject to a Permitted Contest or are not materialContest, each Credit Party and its Restricted Subsidiaries has timely paid all foreign, federal, state, state and material local and foreign Taxes, assessments, deposits and contributions owed by such Credit PartyParty or Restricted Subsidiary. Other than as disclosed to Agent in accordance with Section 6.2, Borrower is unaware of any claims or adjustments proposed for any prior tax years of any Credit Party or any of its Restricted Subsidiaries which could result in additional material Taxes becoming due and payable by such Credit Party. For purposes of the foregoing, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (ia) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, with respect to any Pension Plan, (iib) has incurred liability with respect to the withdrawal or partial withdrawal of any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iiic) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (ivd) has had any “reportable event” as defined in Section 4043(c) of ERISA (or the regulations issued thereunder) (other than an event for which the thirty (30)-day notice requirement is waived) occur with respect to any Pension Plan or (ve) failed to maintain (1i) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2ii) the tax qualified status of each plan (as defined above) intended to be so qualified.

Tax Returns and Payments; Pension Contributions. Each Credit Party Borrower has timely filed all required tax returns and reportsreports (except where the failure to file any such tax return or report does not result in penalties or other liabilities to Borrower in excess of, andindividually, Fifty Thousand Dollars ($50,000), or in the aggregate at any time, Two Hundred Thousand Dollars ($250,000), and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from the failure to file any such tax return or report except for those Taxes that are subject to a “Permitted Contest or are not materialLiens”), each Credit Party and Borrower has timely paid all foreign, federal, state, state and local and foreign Taxestaxes, assessments, deposits and contributions owed by Borrower, except for taxes, assessments, deposits and contributions that do not at any time exceed an amount of, individually, Fifty Thousand Dollars ($50,000), or in the aggregate at any time, Two Hundred Fifty Thousand Dollars ($250,000) and there are no Liens on any of the Collateral in favor of a Governmental Authority resulting from such Credit Partyunpaid taxes, assessments, deposits and contributions except for “Permitted Liens”. Other Borrower may defer payment of any contested taxes, provided that Borrower (23) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (23) notifies Bank in writing of the commencement of, and any material development in, the proceedings, and (23) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than as disclosed to Agent in accordance with Section 6.2, a “Permitted Lien.” Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years of any Credit Party which could result in additional material Taxes taxes becoming due and payable by such Credit PartyBorrower. For purposes Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence of the foregoing, “material” shall mean in excess of $100,000. No Credit Party nor any trade or business (whether or not incorporated) that is under common control with any Credit Party within the meaning of Section 414(b) or (c) of the IRC (and Sections 414(m) and (o) of the IRC for purposes of the provisions relating to Section 412 of the IRC) or Section 4001 of ERISA (an “ERISA Affiliate”) (i) has failed to satisfy the “minimum funding standards” (as defined in Section 412 of or Section 302 of ERISA), whether or not waived, other event with respect to, any such plan which could reasonably be expected to result in any Pension Planliability of Borrower, (ii) has incurred including any liability with respect to the withdrawal Pension Benefit Guaranty Corporation or partial withdrawal of its successors or any Credit Party or ERISA Affiliate from any Pension Plan or incurred a cessation of operations that is treated as a withdrawal, (iii) has incurred any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent under Section 4007 of ERISA), (iv) has had any “reportable event” as requirement is waived) occur with respect to any Pension Plan or (v) failed to maintain (1) each “plan” (as defined by Section 3(3) of ERISA) in all material respects with the applicable provisions of ERISA, the IRC and other federal or state laws, and (2) the tax qualified status of each plan (as defined above) intended to be so qualifiedgovernmental agency.