Common use of Tax Sharing Agreement Clause in Contracts

Tax Sharing Agreement. One or more parties to a Tax Sharing Agreement (other than Borrowers or any of their respective Subsidiaries) shall have defaulted in its or their payment obligations in an aggregate amount equal to or greater than $5,000,000 thereunder and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers take any or all of the following actions, without prejudice to the rights of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 shall occur with respect to the Borrowers, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Commitment Fee and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay (and the Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to the Borrowers, they will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit of the Lenders pursuant to Section 5.02(a) to repay outstanding Obligations.

Tax Sharing Agreement. One or more parties to a Tax Sharing Agreement (other than Borrowers or any of their respective Restricted Subsidiaries) shall have defaulted in its or their payment obligations (other than reimbursement obligations in respect of payments made under the Surviving Guaranties) in an aggregate amount equal to or greater than $5,000,000 thereunder and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required LendersBanks, shall by written notice to the Borrowers Borrowers, take any or all of the following actions, without prejudice to the rights of any Agent, any Lender Bank or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 10.05 shall occur with respect to the Borrowers, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender Bank shall forthwith terminate immediately and any Commitment Fee Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay (and the Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 10.05 with respect to the Borrowers, they will pay) to the Administrative Collateral Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Collateral Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; (v) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents; and (vvi) apply any cash collateral held for the benefit of the Lenders Banks pursuant to Section 5.02(a) 4.02 to repay outstanding Obligations.

Tax Sharing Agreement. One or more parties to a Tax Sharing Agreement (other than Borrowers or any of their respective Subsidiaries) shall have defaulted in its or their payment obligations in an aggregate amount equal to or greater than $5,000,000 thereunder and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers Borrowers, take any or all of the following actions, without prejudice to the rights of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 10.05 shall occur with respect to the Borrowers, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Commitment Fee Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay (and the Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 10.05 with respect to the Borrowers, they will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit of the Lenders pursuant to Section 5.02(a4.02(a) to repay outstanding Obligations.

Tax Sharing Agreement. One or more parties (a) Within ten business days after the Closing Date, a representative of Buyer and a representative of Greate Bay and HWCC shall jointly prepare a schedule that sets forth the Company's obligations for taxes attributable to a the Company and its Business through the Closing Date under the tax sharing agreement set forth on Schedule 3.12(e) (the "Tax Sharing Agreement Payment"). (other b) If the parties are unable to agree upon the amount of Tax Sharing Payment within such ten business day period, and the amount of the disputed difference in the Tax Sharing Payment is less than Borrowers or any of their respective Subsidiaries) shall have defaulted in its or their payment obligations in an aggregate amount equal to or $25,000, then the Tax Sharing Payment shall be deemed to be the average of the parties' respective independent determinations of the Tax Sharing Payment. Any agreement among Buyer, Greate Bay and HWCC relating to the Tax Sharing Payment shall be final and binding upon all of the parties hereto and any parties in interest in the Debtor's bankruptcy cases. (c) If the parties are unable to agree on the Tax Sharing Payment within such ten business day period, and the amount of the disputed difference of the Tax Sharing Payment is greater than $5,000,000 thereunder 25,000, then the disputed matters shall be referred for final determination to a tax professional of a nationally recognized accounting firm that is not the auditor for any of Alliance Gaming Corporation, Buyer, Seller, the Company, Greate Bay or HWCC; provided, however, that if the parties are unable to select such an individual within five business days after the end of the ten business day period, the AAA shall make such selection (any person so selected shall be referred to herein as the "INDEPENDENT TAX PROFESSIONAL"). (d) The Independent Tax Professional shall deliver to the Buyer, HWCC and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; thenGreate Bay, as promptly as practicable and in any such eventevent within 10 days after its appointment, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the a written request report setting forth its determination of the Required Lenders, Tax Sharing Payment. Such report shall by written notice to the Borrowers take any or be final and binding upon all of the following actionsparties hereto for purposes of the Tax Sharing Payment. The fees, without prejudice expenses and costs of the Independent Tax Professional shall be borne one half by Buyer and one half by HWCC. (e) Buyer shall cause the Company to the rights pay HWCC, by delivery of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 shall occur with respect to the Borrowersimmediately available funds, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of Tax Sharing Payment within three business days after any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Commitment Fee and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay (and the Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 with respect to the Borrowers, they will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit of the Lenders pursuant to Section 5.02(a) to repay outstanding Obligationsfinal determination.

Tax Sharing Agreement. One or more parties to a Tax Sharing Agreement (other than Borrowers or any of their respective Subsidiariesa) Seller shall have defaulted in its or their payment obligations in an aggregate amount equal to or greater than $5,000,000 thereunder and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lendersliable for, shall by written notice to the Borrowers take promptly defend and shall indemnify and hold Buyer and each of its Affiliates harmless from and against any Taxes (and costs and expenses, including reasonable attorneys’ fees, accountants’ fees and disbursements, in connection with investigating or all of the following actions, without prejudice to defending against such Taxes or pursuing the rights of Buyer or its Affiliates under this Section 11.8) Buyer may suffer resulting from, arising out of, relating to, in the nature of or caused by, (i) any Agent, any Lender or the holder liability of Taxes of any Note Person other than the Acquired Companies which is imposed on the Acquired Companies pursuant to enforce its claims against Treasury Regulation Section 1.1502-6(a) (or any Credit Party (provided thatsimilar state, if an Event of Default specified in Section 11.05 shall occur with respect to the Borrowers, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (ilocal or foreign Law or regulation) and (ii) below Taxes that constitute a Retained Liability under Section 7.8(b). (b) Notwithstanding anything to the contrary in this Agreement, Seller hereby agrees to protect, defend, indemnify and hold harmless Buyer, Newco, the Company and its Subsidiaries from and against, and agrees to pay, all Taxes (and costs and expenses, including reasonable attorneys’ fees, accountants’ fees and disbursements, in connection with investigating or defending against such Taxes or pursuing the rights of Buyer or its Affiliates under this Section 11.8) imposed (on an After-Tax Basis) as a result of (i) a claim, notice of deficiency, or assessment by, or any obligation owing to, any Taxing Authority for any Taxes of the Acquired Companies attributable to any period or portion thereof ending on or prior to the Closing Date (including any Taxes attributable to the Section 338(h)(10) Elections), or (ii) any breach of any representation, covenant or agreement of Seller under this Article 11; provided, however, that (i) Seller shall not be liable for and shall not indemnify Buyer against any liability for Taxes resulting from transactions or actions taken by Buyer or any Acquired Company on the Closing Date but after the Closing shall have occurred that are outside the ordinary course of business and not contemplated by this Agreement (not including transactions deemed to occur automatically as a result of the Section 338(h)(10) Election), and (ii) Seller’s liability under this paragraph shall be reduced by the amount of any liabilities or reserves for Taxes, if any, reflected on the Balance Sheet. (c) Buyer agrees to protect, defend, indemnify and hold harmless Seller from and against, and agrees to pay all Taxes (and costs and expenses, including reasonable attorneys’ fees, accountants’ fees and disbursements, in connection with investigating or defending against such Taxes or pursuing the rights of Seller or its Affiliates under this Section 11.8) imposed (on an After-Tax Basis) as a result of or Tax consequences arising from (i) a claim, notice of deficiency, or assessment by, or any obligation owing to, any Taxing Authority for any Taxes of the Acquired Companies attributable to any period beginning after the Closing Date; and (ii) any breach of any representation, covenant or agreement of Buyer under this Article 11. (d) If a claim (an “Indemnified Tax Claim”) shall be made by any Taxing Authority that, if successful, would result in the indemnification of a party under this Agreement (referred to herein as the “Tax Indemnified Party”), the Tax Indemnified Party shall promptly, but in no event later than 30 days after receipt of notice from the Taxing Authority of such claim, notify the party obligated under this Agreement to so indemnify (referred to herein as the “Tax Indemnifying Party”) in writing of such fact. However, any failure by the Tax Indemnified Party to adhere to the requirements of this subsection shall not release the Tax Indemnifying Party from their indemnification obligation, except to the extent the Tax Indemnifying Party is prejudiced by the Tax Indemnified Party’s failure. (e) The Tax Indemnifying Party shall have the right, at its sole cost, to control the defense, prosecution, settlement or compromise of the Tax Indemnified Claim, and the Tax Indemnified Party shall take such action in connection with contesting a Tax Indemnified Claim as the Tax Indemnifying Party shall reasonably request in writing from time to time, including the selection of counsel and experts and the execution of powers of attorney, provided that the Tax Indemnifying Party shall have agreed to pay to the Tax Indemnified Party all costs and expenses (on an After-Tax Basis) that the Tax Indemnified Party incurs in connection with contesting such claim, including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements. The Tax Indemnified Party shall not make any payment of such claim for at least 30 days (or such shorter period as may be required by applicable Law) after the giving of the notice required by Section 11.8(d), shall give to the Tax Indemnifying Party any information reasonably requested relating to such claim, and otherwise shall cooperate with the Tax Indemnifying Party in good faith in order to contest effectively any such notice): claim. (if) declare Subject to the Total Commitment terminatedprovisions of Section 11.8(e), whereupon the Commitment Tax Indemnified Party shall enter into a settlement of each Lender such contest with the applicable Taxing Authority or prosecute such contest to a determination in a court or other tribunal of initial or appellate jurisdiction, all as the Tax Indemnifying Party may reasonably request. (g) Promptly after a final determination the Tax Indemnifying Party shall forthwith terminate immediately and any Commitment Fee and other Fees shall forthwith become due and payable without any other notice pay to the Tax Indemnified Party the amount of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay Taxes (and costs and expenses, including reasonable attorneys’ fees, accountants’ fees and disbursements, in connection with investigating or defending against such Taxes or pursuing the Borrowers agree that upon receipt rights of such notice, Indemnified Party or upon the occurrence of its Affiliates under this Section 11.8) (on an Event of Default specified in Section 11.05 with respect to the Borrowers, they will payAfter-Tax Basis) to which the Administrative Agent at the Payment Office such additional amount of cash, to be held as security Tax Indemnified Party may become entitled by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account reason of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit provisions of the Lenders pursuant to Section 5.02(a) to repay outstanding Obligationsthis Article 11.

Tax Sharing Agreement. One or more parties to a Tax Sharing Agreement (other than Borrowers or any of their respective Subsidiaries) shall have defaulted in its or their payment obligations in an aggregate amount equal to or greater than $5,000,000 thereunder and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice to the Borrowers Borrowers, take any or all of the following actions, without prejudice to the rights of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 10.05 shall occur with respect to the Borrowers, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Commitment Fee Commission and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay (and the Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 10.05 with respect to the Borrowers, they will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit of the Lenders pursuant to Section 5.02(a) 4.02 to repay outstanding Obligations.

Tax Sharing Agreement. One or more parties Within 60 days following the Initial Borrowing Date, Holdings and its consolidated Subsidiaries shall have executed and delivered to a the Agents, an amended and restated Tax Sharing Agreement substantially in the form previously delivered to the Agents, which Tax Sharing Agreement shall (other than Borrowers or any i) allocate and settle in an equitable manner the consolidated federal income tax liability of their respective Subsidiariesthe group of consolidated corporations filing a consolidated Federal income tax return for which Holdings is the common parent, (ii) shall have defaulted be in its or their payment obligations in an aggregate amount equal to or greater than $5,000,000 thereunder form and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request of the Required Lenders, shall by written notice substance reasonably satisfactory to the Borrowers take any or all of the following actions, without prejudice Agents and (iii) subject to the rights of any Agent, any Lender or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified requirements contained in Section 11.05 shall occur with respect to the Borrowers, the result of which would occur upon the giving of written notice by the Administrative Agent to the Borrowers as specified in preceding clauses (i) and (ii), be permitted to be entered into within such 60-day period notwithstanding anything to the contrary contained in Section 9.10 or elsewhere in this Agreement. All conditions precedent and representations contained in this Agreement and the other Credit Documents shall be deemed modified to the extent necessary to effect the foregoing (and to permit the taking of the actions described above within the time periods required above, rather than as elsewhere provided in the Credit Documents), PROVIDED that (x) below to the extent any representation and warranty would not be true because the foregoing actions were not taken on the Initial Borrowing Date, the respective representation and warranty shall occur automatically without be required to be true and correct in all material respects at the giving time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of any such notice): this Section 13.21 and (iy) declare all representations and warranties relating to the Total Commitment terminated, whereupon Security Documents shall be required to be true immediately after the Commitment actions required to be taken by Section 13.21 have been taken (or were required to be taken). The acceptance of the benefits of each Lender Credit Event shall forthwith terminate immediately constitute a representation, warranty and any Commitment Fee and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived covenant by each Credit Party; (iii) terminate any Letter Agreement Party to each of Credit which may be terminated the Lenders that the actions required pursuant to this Section 13.21 will be, or have been, taken within the relevant time periods referred to in accordance with its terms; (iv) direct the Borrowers to pay (this Section 13.21 and that, at such time, all representations and warranties contained in this Agreement and the Borrowers other Credit Documents shall then be true and correct without any modification pursuant to this Section 13.21, and the parties hereto acknowledge and agree that upon receipt the failure to take any of such noticethe actions required above, or upon within the occurrence of relevant time periods required above, shall give rise to an immediate Event of Default specified in Section 11.05 with respect to the Borrowers, they will pay) to the Administrative Agent at the Payment Office such additional amount of cash, to be held as security by the Administrative Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit of the Lenders pursuant to Section 5.02(a) to repay outstanding Obligationsthis Agreement.

Tax Sharing Agreement. One or more parties to a The Tax Sharing Agreement (other than Borrowers or any of their respective Subsidiaries) shall have defaulted in its or their payment obligations in an aggregate amount equal to or greater than $5,000,000 thereunder and such default or defaults shall remain unremedied for a period in excess of ten consecutive Business Days; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent, upon the written request terminated as of the Required Lenders, shall by written notice to the Borrowers take any or Closing and all of the following actions, without prejudice obligations of either party to the rights other party under or pursuant to the Tax Sharing Agreement shall be extinguished, except as set forth in this Section: (a) Prior to the Closing, the Buyer and the Seller shall estimate the obligations of one party to the other party under the Tax Sharing Agreement for the calendar year 1999 based upon projections of the United States consolidated income tax liability of the Affiliated Group (as defined in the Tax Sharing Agreement), once with the inclusion of the Seller's projected results for calendar year 1999 (or any Agentportion thereof) included in such computation and once with the Seller's projected results for calendar year 1999 excluded from such computation. (b) To the extent that the United States consolidated income tax liability of the Affiliated Group is higher with the inclusion of the Seller's projected results for calendar year 1999 (or any portion thereof), the Seller shall owe (as an account payable of the Seller to the Buyer) such amount (that is, the difference between the consolidated income tax liability with and without the inclusion of the Seller's projected results) to the Buyer pursuant to the Tax Sharing Agreement, in addition to any Lender or tax sharing advances made by the holder of any Note Buyer to enforce its claims against any Credit Party (provided that, if an Event of Default specified in Section 11.05 shall occur the Seller with respect to calendar year 1999. The account payable of the BorrowersSeller to the Buyer pursuant to this Subsection 17(b) shall not be extinguished upon the termination of the Tax Sharing Agreement and shall be paid by the Seller to the Buyer at the Closing to the extent that the Seller has any available funds pursuant to the provisions of Section 9 of this Agreement. (c) To the extent that the United States consolidated income tax liability of the Affiliated Group is lower with the inclusion of the Seller's projected results for calendar year 1999 (or any portion thereof), the result Buyer shall owe (as an account payable of which would occur upon the giving Buyer to the Seller) such amount (that is, the difference between the consolidated income tax liability with and without the inclusion of written notice the Seller's projected results) to the Seller pursuant to the Tax Sharing Agreement. The account payable shall be reduced by any tax sharing advances made by the Administrative Agent Buyer to the Borrowers as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Commitment terminated, whereupon the Commitment of each Lender shall forthwith terminate immediately and any Commitment Fee and other Fees shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Loans and the Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; (iii) terminate any Letter of Credit which may be terminated in accordance with its terms; (iv) direct the Borrowers to pay (and the Borrowers agree that upon receipt of such notice, or upon the occurrence of an Event of Default specified in Section 11.05 Seller with respect to calendar year 1999. To the Borrowers, they will pay) extent that the tax sharing advances by the Buyer to the Administrative Agent Seller exceed the amount otherwise payable by the Buyer to the Seller pursuant to this Subsection 17(c), such amount shall be owed by the Seller to the Buyer and shall not be extinguished upon the termination of the Tax Sharing Agreement and shall be paid by the Seller to the Buyer at the Payment Office such additional amount Closing to the extent that the Seller has any available funds pursuant to the provisions of cash, Section 9 of this Agreement. To the extent that the account payable of the Buyer to be held as security the Seller exceeds the tax sharing advances by the Administrative Agent, as is equal Buyer to the aggregate Stated Amount of all Letters of Credit issued for the account of the Borrowers and all Acceptances then outstanding; and (v) apply any cash collateral held for the benefit of the Lenders pursuant to Section 5.02(a) to repay outstanding Obligations.Seller, such amount shall be