Common use of Taxes and Other Obligations Clause in Contracts

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Each Borrower shall, and Party shall cause each of its Subsidiaries to, to (a) file when due (after taking into account any applicable exemptions) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Administrative Borrower has notified the Agent in writing, neither the no Borrower nor any of its Subsidiaries Party or Subsidiary need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the as to which such Borrower or its Subsidiary, as the case may be, Party has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Restricted Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon reasonable request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it it, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt, and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Restricted Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Restricted Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Domestic Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its propertyProperty, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower Parent has notified the Agent in writing, neither the Borrower Parent nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower Parent or its any Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower Each Obligor shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all material Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other material indebtedness owed by it and perform and discharge in a timely manner all other material obligations undertaken by it; provided, however, so long as the Borrower has Obligors have notified the Agent in writing, neither the Borrower any Obligor nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower as to which such Obligor or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower Parent shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors landlords and other like Persons, and all other indebtedness owed by it and trade payables and rent payable under leases of real property and perform and discharge in a timely manner all other material obligations undertaken by it; providedPROVIDED, however, so long as the Borrower has notified the Agent in writingHOWEVER, neither the Borrower Parent nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently dili gently pursued, (ii) the Borrower Parent or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower Each Credit Parties shall, and shall cause each of its Subsidiaries the Consolidated Parties to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Administrative Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, that so long as the Borrower has notified the Administrative Agent in writing, neither none of the Borrower nor any of its Subsidiaries Consolidated Parties need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, to which such Consolidated Parties has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors landlords and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Parent and the Borrower shall, and shall cause each of its their Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it it, subject to applicable subordination agreements, and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as neither Parent, nor the Borrower has notified the Agent in writingBorrower, neither the Borrower nor any of its their Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Parent, the Borrower or its such Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors landlords and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; providedpro- vided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, governmental charge or governmental chargethe items set forth in (c) above, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the LendersLender, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent Lender in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, governmental charge or governmental chargeclaim, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower Such Loan Party shall, and shall cause each of its Subsidiaries to, (a) file when due all foreign, federal, provincial, state and other tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, that in each case arises after the Petition Date or are the subject of a First Day Order, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by itit (in each instance under this clause (c), other than pre-petition Debt, claims and other obligations and indebtedness except as permitted by Section 9.30); provided, however, so long as the Borrower Authorized Representative has notified the Agent in writing, neither the Borrower such Loan Party nor any of its Subsidiaries need pay any tax, fee, assessment, assessment or governmental charge, charge that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower as to which such Loan Party or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Such Borrower shall, and shall cause each of its Restricted Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the such Borrower nor any of its Restricted Subsidiaries need pay any such claim, tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the as to which such Borrower or its Restricted Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Restricted Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Restricted Subsidiaries need pay any such claim, tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower or its Restricted Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower Such Loan Party shall, and shall cause each of its Subsidiaries to, (a) file when due all foreign, federal, provincial, state and other tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, that in each case arises after the Petition Date or are the subject of a First Day Order, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge dis- charge in a timely manner all other obligations undertaken by itit (in each instance under this clause (c), other than pre-petition Debt, claims and other obligations and indebtedness except as permitted by Section 10.29); provided, however, so long as the Borrower Authorized Representative has notified the Agent in writing, neither the Borrower such Loan Party nor any of its Subsidiaries need pay any tax, fee, assessment, assessment or governmental charge, charge that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower as to which such Loan Party or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower Each Loan Party shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower such Loan Party has notified the Agent in writing, neither the Borrower such Loan Party nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower such Loan Party or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has Borrowers have notified the Agent in writing, neither the any Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the such Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower Each Credit Party shall, and shall cause each of its Subsidiaries to, (a) file when due all federal income, payroll and unemployment and other material tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, Other Taxes, value added taxes, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent, the UK Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the US Borrower Representative has notified the Administrative Agent and UK Agent in writing, neither the Borrower nor any of no Credit Party or its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that amount referred to in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower as to which such Credit Party or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Collateral Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has Borrowers have notified the Collateral Agent in writing, neither the any Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the as to which such Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Domestic Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower Parent has notified the Agent in writing, neither the Borrower Parent nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower Parent or its any Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, Each of the Parent Guarantor and each Subsidiary shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon reasonable request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; providedPROVIDED, howeverHOWEVER, so long as the Administrative Borrower has notified the Agent in writing, neither the Borrower Parent Guarantor nor any of its Subsidiaries Subsidiary need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower Parent Guarantor or its such Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors landlords and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the a Borrower has notified the Agent in writing, neither the no Borrower nor any of its Subsidiaries Subsidiary need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the such Borrower or its Subsidiary, as the case may be, has established proper reserves for such item as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower shall, and shall cause the Parent and each of its Subsidiaries to, (a) file when due all federal and other material tax returns and other 29 material reports which it is required to file; file and (b) pay, or provide for the paymentpayment of, when due, of all federal and other material taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make make, in all material respects, all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims PROVIDED, HOWEVER, none of materialmenthe Borrower, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower Parent nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower Borrower, the Parent or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from and (iv) as to which, if the amount thereof is in excess of $1,000,000, the Borrower shall have notified the Agent in writing of such non-paymenttax, fee, assessment, or governmental charge.

Taxes and Other Obligations. The Borrower Each Credit Party shall, and shall cause each of its Subsidiaries to, (a) file when due all federal income, payroll and unemployment and other material tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, Other Taxes, value added taxes, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent, the UK Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the UK Borrower Representative has notified the Administrative Agent and UK Agent in writing, neither the Borrower nor any of no Credit Party or its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that amount referred to in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower as to which such Credit Party or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower shall, and shall cause each --------------------------- of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the LendersAgent, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all valid Debt owed by it and all valid claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge dis charge in a timely manner all other obligations undertaken by it; provided, -------- however, so long as the Borrower has notified the Agent in writing, neither the ------- Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Borrower shall, Each of the Parent and shall cause each of its Subsidiaries to, shall (a) file when due all tax returns and other reports which it is required to filefile except where failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower Parent has notified the Agent in writing, neither the Borrower Parent nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower Parent or its Subsidiary, as the case may be, has established proper reserves for as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Such Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all material tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all material taxes, feessimilar assessments, assessments fees and other similar governmental charges against it or upon its property, income and franchises, make all material required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all material Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the such Borrower has notified the Agent in writing, neither the such Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, fee or similar governmental charge, that charge (i) it is contesting in good faith by appropriate proceedings diligently pursuedproceedings, (ii) the as to which such Borrower or any of its SubsidiarySubsidiaries, as the case may be, has established proper reserves for (if any) as provided in required under GAAP, and (iii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment).

Taxes and Other Obligations. The Borrower Such Loan Party shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) subject to the MLBFS Intercreditor Agreement, pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent in writing, neither the Borrower such Loan Party nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental chargecharge or any such Debt or claims, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower such Loan Party or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments and other governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the LendersLender, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as the Borrower has notified the Agent Lender in writing, neither the any Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such non-payment.