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

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all tax returns and reports required by applicable law, and Borrower has timely paid all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, that Borrower (i) in good faith contests Borrower's obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings; (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAP. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports material required by applicable lawTax Returns, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions Taxes now or in the future owed by Borrower. Borrower may, however, defer payment of any of the foregoing which are contested taxes; providedby Borrower in good faith, provided that Borrower (i) in good faith contests Borrower's obligation to pay such taxes the same by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender PFG in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes same from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by BorrowerGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPBorrower’s assets. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shallshall concurrently execute and deliver to Lender an IRS Form 8821, at all timesTax Information Authorization, utilize and Borrower shall maintain the services same in full force and effect throughout the term of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrowerthis Agreement.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable foreign, federal, state and local law, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower*. Borrower may, however, defer payment of any contested taxes; provided, that Borrower Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Silicon in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. **Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn not*** from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.. *; PROVIDED, HOWEVER, BORROWER MAY DEFER PAYMENT OF ANY CONTESTED TAXES IF **EXCEPT AS SET FORTH IN THE SCHEDULE, ***WITHDRAWN, AND WILL NOT WITHDRAW,

Tax Returns and Payments; Pension Contributions. Borrower has and its Subsidiaries have timely filed all required tax returns and reports required by applicable lawreports, and Borrower has and its Subsidiaries have timely paid all applicable foreign, provincial, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, may defer payment of any contested taxes; provided, provided that Borrower (ia) in good faith contests Borrower's its obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (iib) notifies Lender Bank in writing of the commencement of, and any material development in, the proceedings; , (iiic) posts bonds or takes any other steps required to keep prevent the governmental authority levying such contested taxes from becoming obtaining a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPthat is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, paid all amounts necessary to fund all present and future 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 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all tax returns and reports or all extensions required by applicable law, and Borrower has timely paid all applicable taxes, assessments, deposits and contributions now or owing by Borrower and will timely pay all such items in the future owed by Borroweras they became due and payable. Borrower may, however, defer payment of any contested taxes; providedPROVIDED, that Borrower (i) in good faith contests Borrower's obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings, except for sales and use tax proceedings not to exceed $100,000 in the aggregate; (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAP. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by BorrowerBorrower (except where failure to do so would not have a material adverse effect on Borrower and would not result in a lien on any of the Collateral, but only so long as the Borrower maintains adequate reserves with respect to such liabilities in accordance with generally accepted accounting principles consistently applied). Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower (it being understood that payment of certain taxes has been deferred and such taxes will be paid over time pursuant to Borrower’s Plan of Reorganization). Notwithstanding the foregoing, Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (ia) in good faith contests Borrower's ’s obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (iib) notifies Lender Bank in writing of the commencement of, and any material development in, the proceedings; , and (iiic) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower that would result in a Material Adverse Change. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borroweragency that would result in a Material Adverse Change.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's ’s obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPBorrower’s assets. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shallshall concurrently execute and deliver to Lender an IRS Form 8821, at all timesTax Information Authorization, utilize and Borrower shall maintain the services same in full force and effect throughout the term of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrowerthis Agreement.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by BorrowerBorrower (except where failure to do so would not have a material adverse effect on Borrower and would not result in a lien on any of the Collateral, but only so long as Borrower maintains adequate reserves with respect to such liabilities in accordance with generally accepted accounting principles). Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Greyrock in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any material liability of Borrower, including any material liability to the Pension Benefit Guaranty Guarantee Corporation or any other governmental agency. Borrower shall, at all times, utilize the services maintain a separate payroll account which shall be used exclusively for payment of an outside payroll service providing for the automatic deposit of all and payroll taxes payable by Borrowerand other items related directly to payroll.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an GREYROCK BUSINESS CREDIT LOAN AND SECURITY AGREEMENT ---------------------------------------------------------------------- outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable foreign, federal, state and local law, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by BorrowerBorrower where the failure to file or pay could result in a Material Adverse Effect. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Coast in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. As of the date hereof, Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of BorrowerBorrower where such liability could result in a Material Adverse, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower Each Obligor has timely filed all tax returns and reports required by applicable lawfiled, and Borrower will timely file, all required Tax Returns, and each Obligor has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits material Taxes now owed or becoming due and contributions now or payable in the future owed by Borrowersuch Obligor. Borrower Any Obligor may, however, defer payment of any of the foregoing which are contested taxes; providedby in good faith, provided that Borrower such Obligor (i) in good faith contests Borrower's obligation to pay such taxes the same by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender PFG in writing of the commencement of, and any material development in, the proceedings; contesting proceedings initiated by Xxxxxxx, and (iii) posts bonds or takes any other steps required to keep the contested taxes same from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor assets of Borrower or its Subsidiaries. Except as provided in conformity with GAAP. Borrower the Commission Documents, Obligor is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes material Taxes becoming due and payable by Borroweran Obligor. Borrower Except as provided in the Commission Documents, each Obligor has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance in all material respects with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agencyGovernmental Body. Borrower shallFor purposes of this Section, at all times, utilize the services term “material” in relation to a monetary obligation or consequence means an amount of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower$1,000,000 or more.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Greyrock in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.. *TO THE BEST OF ITS KNOWLEDGE,

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports required by applicable lawreports, and Borrower has timely paid all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by BorrowerBorrower except where failure to do so would not reasonably be expected to result in a Material Adverse Change. Borrower may, however, may defer payment of any contested taxes; provided, provided that Borrower (ia) in good faith contests Borrower's its obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (iib) notifies Lender Bank in writing of the commencement of, and any material development in, the proceedings; , (iiic) posts bonds or takes any other steps required to keep prevent the governmental authority levying such contested taxes from becoming obtaining a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPthat is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, paid all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, permitted and has not experienced a partial or complete 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 material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports * required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. ** Borrower is unaware of any *** claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.****. *KNOWN BY IT TO BE **EXCEPT FOR A PENDING AUDIT BY THE CALIFORNIA STATE BOARD OF EQUALIZATION ***MATERIAL ****IN THE UNITED STATES

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any * liability of Borrower**, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.*MATERIAL **TAKEN AS A WHOLE

Tax Returns and Payments; Pension Contributions. Borrower has timely filed all required tax returns and reports required by applicable lawreports, and Borrower has timely paid all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by BorrowerBorrower except to the extent such 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. To the extent Borrower may, however, defer defers payment of any contested taxes; provided, that Borrower shall (i) in good faith contests Borrower's obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender notify Bank in writing of the commencement of, and any material development in, the proceedings; , and (iiiii) posts post bonds or takes take any other steps required to keep prevent the governmental authority levying such contested taxes from becoming obtaining a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAP. that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is unaware aware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by BorrowerBorrower or such Subsidiary. Borrower and each of its Subsidiaries has paid, and shall continue to pay, paid all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries has not withdrawn from participation in, nor permitted partial or complete termination of, or nor permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of BorrowerBorrower or any of its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable lawNon-trivial Tax Returns, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions Non-trivial Taxes now or in the future owed by Borrower. Borrower may, however, defer payment of any of the foregoing which are contested taxes; providedby Borrower in good faith, provided that Borrower (i) in good faith contests Borrower's obligation to pay such taxes the same by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender PFG in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any all other steps required to keep stay the contested taxes from becoming a enforcement of any such Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. As of the Effective Date, Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax Tax years which could result in additional taxes Taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Except as otherwise disclosed, each Borrower has timely filed all tax returns and reports required by applicable law, and Borrower has timely paid all applicable taxes, assessments, deposits and contributions now or owing by such Borrower and will timely pay all such items in the future owed as they became due and payable. Each Borrower will diligently pursue the collection of all Tax Refunds to the fullest extent permitted by Borrowerlaw. Each Borrower may, however, defer payment of any contested taxes; provided, that such Borrower (i) in good faith contests Borrower's its obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings; (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAP. Borrower is Borrowers are unaware of any claims or adjustments proposed for any of any Borrower's prior tax years which that could result in additional taxes becoming due and payable by any Borrower. Each Borrower has paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and no Borrower has not withdrawn from participation in, permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could result in any liability of any Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; , provided, that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Greyrock in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Guarantee Corporation or any other governmental agency. Borrower shall, at all times, utilize the services maintain a separate payroll account which shall be used exclusively for payment of an outside payroll service providing for the automatic deposit of all and payroll taxes payable by Borrowerand other items related directly to payroll.

Tax Returns and Payments; Pension Contributions. Except as otherwise disclosed on the Perfection Certificate, Borrower has timely filed all required tax returns and reports required by applicable lawreports, and Borrower has timely paid all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, may defer payment of any contested taxes; provided, provided that Borrower (ia) in good faith contests Borrower's its obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (iib) notifies Lender Bank in writing of the commencement of, and any material development in, the proceedings; , (iiic) posts bonds or takes any other steps required to keep prevent the governmental authority levying such contested taxes from becoming obtaining a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPthat is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, paid all amounts necessary to fund all present and future 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 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Greyrock in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in * additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.. * ANY MATERIAL AMOUNT OF

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Notwithstanding the foregoing, Borrower may, however, may defer payment of any contested taxes; provided, provided that Borrower (ia) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (iib) notifies Lender Bank in writing of the commencement of, and any material development in, the proceedings; , and (iiic) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an Greyrock Business Credit Amended and Restated Loan and Security Agreement ------------------------------------------------------------------------------- outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable lawTax Returns, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions Taxes now or in the future owed by Borrower. Borrower may, however, defer payment pay-ment of any of the foregoing which are contested taxes; providedby Borrower in good faith, provided that Borrower (i) in good faith contests Borrower's obligation to pay such taxes the same by appropriate proceedings promptly and diligently instituted insti-tuted and conducted; , (ii) notifies Lender PFG in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes same from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present pre-sent and future pension, profit sharing and deferred compensation com-pensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including in-cluding any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by BorrowerGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's ’s obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shallshall concurrently execute and deliver to Lender an IRS Form 8821, at all timesTax Information Authorization, utilize and Borrower shall maintain the services same in full force and effect throughout the term of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrowerthis Agreement.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender GBC in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in * additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.. * any material amount of

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Notwithstanding the foregoing, Borrower may, however, may defer payment of any contested taxes; provided, provided that Borrower (ia) in good faith contests Borrower's ’s obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (iib) notifies Lender Bank in writing of the commencement of, and any material development in, the proceedings; , and (iiic) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's ’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable lawTax Returns, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions Taxes now or in the future owed by BorrowerXxxxxxxx. Borrower may, however, defer payment of any of the foregoing which are contested taxes; providedby Xxxxxxxx in good faith, provided that Borrower (i) in good faith contests Borrower's obligation to pay such taxes the same by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender NBE in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds a bond or takes any other steps required to keep the contested taxes same from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's Xxxxxxxx’s prior tax years which could result in additional taxes Taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including including, but not limited to, any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by BorrowerGovernmental Body.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and shall at all times continue to timely file, all tax returns and reports required by applicable lawlaw or a request for an extension thereof, has timely paid, and Borrower has shall continue to timely paid pay, all applicable taxes, assessments, deposits and contributions now or owing by Borrower and will timely pay all such items in the future owed by Borroweras they become due and payable. Borrower may, however, defer payment of any contested taxes; provided, that Borrower (i) in good faith contests Borrower's its obligation to pay such taxes by appropriate proceedings promptly and diligently instituted and conducted; (ii) notifies Lender in writing of the commencement of, and any material development in, the proceedings; (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAP. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which that could result in additional taxes becoming due and payable by BorrowerBorrower and shall give prompt written notice to Lender if it becomes aware of any such claims or adjustments. Borrower has paid, and shall continue to pay, all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn from participation in, permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all material tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Greyrock in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Guarantee Corporation or any other governmental agency. Within ninety (90) days after the closing hereunder, Borrower shall, at all times, utilize the services maintain a separate payroll account which shall be used exclusively for payment of an outside payroll service providing for the automatic deposit of all and payroll taxes payable by Borrowerand other items related directly to payroll.

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all required tax returns and reports required by applicable lawreports, and Borrower has timely paid paid, and will timely pay, all applicable foreign, federal, state and local taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Silicon in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any 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. Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.SILICON VALLEY BANK LOAN AND SECURITY AGREEMENT ------------------------------------------------------------------------------

Tax Returns and Payments; Pension Contributions. Borrower has timely filed filed, and will timely file, all tax returns and reports required by applicable law, and Borrower has timely paid paid, and will timely pay, all applicable taxes, assessments, deposits and contributions now or in the future owed by Borrower. Borrower may, however, defer payment of any contested taxes; provided, provided that Borrower (i) in good faith contests Borrower's obligation to pay such the taxes by appropriate proceedings promptly and diligently instituted and conducted; , (ii) notifies Lender Greyrock in writing of the commencement of, and any material development in, the proceedings; , and (iii) posts bonds or takes any other steps required to keep the contested taxes from becoming a Lien lien upon any of the Collateral and (iv) maintains adequate reserves therefor in conformity with GAAPCollateral. Borrower is unaware of any claims or adjustments proposed for any of Borrower's prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower has paid, and shall continue to pay, pay all amounts necessary to fund all present and future pension, profit sharing and deferred compensation plans in accordance with their terms, and Borrower has not withdrawn and will not withdraw from participation in, permitted permit partial or complete termination of, or permitted permit the occurrence of any other event with respect to, any such plan which could result in any material liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or any other governmental agency. GREYROCK CAPITAL LOAN AND SECURITY AGREEMENT -------------------------------------------------------------------------------- Borrower shall, at all times, utilize the services of an outside payroll service providing for the automatic deposit of all payroll taxes payable by Borrower.